--------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------

                                  SCHEDULE 13D
                    Under the Securities Exchange Act of 1934

                          LEXICON GENETICS INCORPORATED
                                (Name of Issuer)

                              --------------------

                     Common Stock $0.001 Par Value Per Share
                         (Title of Class of Securities)

                              --------------------

                                   528872 10 4
                                 (CUSIP Number)

                                Mr. John Sullivan
                           Gordon Cain and Associates
                           8 Greenway Plaza, Suite 702
                              Houston, Texas 77046
                            Telephone: (713) 840-7896
                       (Name, Address and Telephone Number
                     of Person Authorized to Receive Notices
                               and Communications)

                              --------------------

                                November 20, 2002
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box: [ ]

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.

CUSIP NO. 528872 10 4
         -----------------
- --------------------------------------------------------------------------------
 1.   Name of Reporting Person
      Estate of Gordon A. Cain (01-6222478)
- --------------------------------------------------------------------------------
 2.   Check the Appropriate Box If A Member of a Group
      (a) [_]
      (b) [_]
- --------------------------------------------------------------------------------
 3.   SEC Use Only

- --------------------------------------------------------------------------------
 4.   Source of Funds
      OO
- --------------------------------------------------------------------------------
 5.   Check Box If Disclosure of Legal Proceedings Is Required Pursuant
      to Item 2(d) or 2(e)
      [_]
- --------------------------------------------------------------------------------
 6.   Citizenship or Place of Organization
      Texas
- --------------------------------------------------------------------------------
 7.   Sole Voting Power
      0
- --------------------------------------------------------------------------------
 8.   Shared Voting Power
      0
- --------------------------------------------------------------------------------
 9.   Sole Dispositive Power
      0
- --------------------------------------------------------------------------------
10.   Shared Dispositive Power
      10,995,500*
- --------------------------------------------------------------------------------
11.   Aggregate Amount Beneficially Owned by Reporting Person
      10,995,500*
- --------------------------------------------------------------------------------
12.   Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
      [_]
- --------------------------------------------------------------------------------
13.   Percent of Class Represented by Amount in Row (11)
      21.0%
- --------------------------------------------------------------------------------
14.   Type of Reporting Person
      OO
- --------------------------------------------------------------------------------

*    Includes 8,500 shares that may be acquired by the Estate of Gordon A. Cain
     within 60 days upon exercise of stock options

                                      -2-

CUSIP NO.   528872 10 4

- --------------------------------------------------------------------------------
 1.   Names of Reporting Person
      Mary H. Cain
- --------------------------------------------------------------------------------
 2.   Check the Appropriate Box If A Member of a Group (See Instructions)
      (a) [_]
      (b) [_]
- --------------------------------------------------------------------------------
 3.   SEC Use Only

- --------------------------------------------------------------------------------
 4.   Source of Funds (See Instructions)
      00
- --------------------------------------------------------------------------------
 5.   Check Box If Disclosure of Legal Proceedings Is Required Pursuant
      to Items 2(d) or 2(e) [_]

- --------------------------------------------------------------------------------
 6.   Citizenship or Place of Organization
      United States of America
- --------------------------------------------------------------------------------
 7.   Sole Voting Power
      0
- --------------------------------------------------------------------------------
 8.   Shared Voting Power
      2,000,000*
- --------------------------------------------------------------------------------
 9.   Sole Dispositive Power
      0
- --------------------------------------------------------------------------------
10.   Shared Dispositive Power
      12,995,500*
- --------------------------------------------------------------------------------
11.   Aggregate Amount Beneficially Owned by Reporting Person
      12,995,500*
- --------------------------------------------------------------------------------
12.   Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
      (See Instructions)                                                     [_]
- --------------------------------------------------------------------------------
13.   Percent of Class Represented by Amount in Row (11)
      24.8%
- --------------------------------------------------------------------------------
14.   Type of Reporting Person
      IN
- --------------------------------------------------------------------------------

- --------
*    10,987,000 of these shares are owned, and 8,500 of these shares can be
     acquired within 60 days upon exercise of stock options, by the Estate of
     Gordon A. Cain, of which Mary H. Cain is a co-executor.

     2,000,000 of these shares are owned by the Gordon and Mary Cain
     Foundation, of which Mary H. Cain is the Chairman.

                                       3

CUSIP NO. 528872 10 4
         -----------------
- --------------------------------------------------------------------------------
 1.   Name of Reporting Person
      James D. Weaver
- --------------------------------------------------------------------------------
 2.   Check the Appropriate Box If A Member of a Group
      (a) [_]
      (b) [_]
- --------------------------------------------------------------------------------
 3.   SEC Use Only

- --------------------------------------------------------------------------------
 4.   Source of Funds
      OO
- --------------------------------------------------------------------------------
 5.   Check Box If Disclosure of Legal Proceedings Is Required Pursuant
      to Item 2(d) or 2(e)
      [_]
- --------------------------------------------------------------------------------
 6.   Citizenship or Place of Organization
      United States of America
- --------------------------------------------------------------------------------
 7.   Sole Voting Power
      15,000
- --------------------------------------------------------------------------------
 8.   Shared Voting Power
      2,000,000*
- --------------------------------------------------------------------------------
 9.   Sole Dispositive Power
      15,000
- --------------------------------------------------------------------------------
10.   Shared Dispositive Power
      12,995,500*
- --------------------------------------------------------------------------------
11.   Aggregate Amount Beneficially Owned by Reporting Person
      13,010,500*
- --------------------------------------------------------------------------------
12.   Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
      [_]
- --------------------------------------------------------------------------------
13.   Percent of Class Represented by Amount in Row (11)
      24.8%
- --------------------------------------------------------------------------------
14.   Type of Reporting Person
      IN
- --------------------------------------------------------------------------------

- --------
*    10,987,000 of these shares are owned, and 8,500 of these shares can be
     acquired within 60 days upon exercise of stock options, by the Estate of
     Gordon A. Cain, of which James D. Weaver is a co-executor.

     2,000,000 of these shares are owned by the Gordon and Mary Cain Foundation,
     of which James D. Weaver is the President.

                                       4

CUSIP NO. 528872 10 4
         -----------------
- --------------------------------------------------------------------------------
 1.   Name of Reporting Person
      William A. McMinn
- --------------------------------------------------------------------------------
 2.   Check the Appropriate Box If A Member of a Group
      (a) [_]
      (b) [_]
- --------------------------------------------------------------------------------
 3.   SEC Use Only

- --------------------------------------------------------------------------------
 4.   Source of Funds
      OO
- --------------------------------------------------------------------------------
 5.   Check Box If Disclosure of Legal Proceedings Is Required Pursuant
      to Item 2(d) or 2(e)
      [_]
- --------------------------------------------------------------------------------
 6.   Citizenship or Place of Organization
      United States of America
- --------------------------------------------------------------------------------
 7.   Sole Voting Power
      12,054,591*
- --------------------------------------------------------------------------------
 8.   Shared Voting Power
      0
- --------------------------------------------------------------------------------
 9.   Sole Dispositive Power
      1,059,091
- --------------------------------------------------------------------------------
10.   Shared Dispositive Power
      0
- --------------------------------------------------------------------------------
11.   Aggregate Amount Beneficially Owned by Reporting Person
      12,054,591*
- --------------------------------------------------------------------------------
12.   Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
      [_]
- --------------------------------------------------------------------------------
13.   Percent of Class Represented by Amount in Row (11)
      23.0%
- --------------------------------------------------------------------------------
14.   Type of Reporting Person
      IN
- --------------------------------------------------------------------------------

- --------
*    10,987,000 of these shares are owned, and 8,500 of these shares can be
     acquired within 60 days upon exercise of stock options, by the Estate of
     Gordon A. Cain, of which William A. McMinn was granted voting rights
     pursuant to an irrevocable voting proxy dated May 7, 1998 between Gordon A.
     Cain and William A. McMinn.

                                       5

                            STATEMENT ON SCHEDULE 13D

Item 1.  Security and Issuer

     The class of equity securities to which this statement on Schedule 13D
relates is the Common Stock, par value $0.001 per share (the "Common Stock"), of
Lexicon Genetics Incorporated (the "Issuer"), a Delaware corporation, with its
principal executive offices located at 4000 Research Forest Drive, The
Woodlands, Texas 77381.

Item 2.  Identity and Background

     (a)-(b) This statement is being filed on behalf of the Estate of Gordon A.
Cain (the "Estate") by each of Mary H. Cain and James D. Weaver, co-executors of
the Estate, and William A. McMinn. The address of Mary H. Cain, James D. Weaver
and William A. McMinn is: Gordon Cain and Associates, 8 Greenway Plaza, Suite
702, Houston, Texas 77046.

     (c) Mrs. Cain currently is not employed. Mr. Weaver is the President of the
Gordon and Mary Cain Foundation. Mr. McMinn is currently a director of the
Issuer. Both Mr. Weaver's and Mr. McMinn's business address is Gordon Cain and
Associates, 8 Greenway Plaza, Suite 702, Houston, Texas 77046.

     (d)-(e) During the last five years, neither Mrs. Cain, Mr. Weaver nor Mr.
McMinn has been (a) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceedings, was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violations in respect to
such laws.

     (f) Mrs. Cain, Mr. Weaver and Mr. McMinn are citizens of the United States
of America.

Item 3.  Source and Amount of Funds or Other Consideration

     This Schedule 13D is being filed as a result of Mr. Cain's death. The
Estate acquired the securities by operation of law upon the death of Mr. Cain.
Mr. McMinn was granted voting rights upon the death of Mr. Cain pursuant to an
irrevocable voting proxy described in Item 6. This irrevocable voting proxy will
only remain in effect until the distribution of the Shares to the heirs or
devisees of Mr. Cain. Therefore, this item is not applicable.

Item 4.  Purpose of Transaction

     On October 22, 2002, Gordon A. Cain died. At the time of his death,
Mr. Cain beneficially owned 10,995,500 shares of Common Stock (the "Shares").
The Estate now beneficially owns the Shares. The co-executors of the Estate, as
appointed by the Clerk of Probate Court No. 2, Harris County, Texas on
November 20, 2002, are Mrs. Mary H. Cain, the wife of Mr. Cain, and Mr. James D.
Weaver, the stepson of Mr. Cain. Mr. McMinn was granted the voting rights of the
Shares upon Mr. Cain's death pursuant to the irrevocable voting proxy described
in Item 6.

                                       6

     Neither the Estate nor Mr. McMinn has any plans or proposals with respect
to the Shares which relate to or that would result in any of the actions or
transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

     (a)-(b) The response of each of Mrs. Cain, Mr. Weaver and Mr. McMinn with
respect to rows 7 through 13 of the cover page to this Schedule 13D are
incorporated by reference.

     (c) During the 60 days preceding the date of this report, neither Mrs.
Cain, Mr. Weaver nor Mr. McMinn has effected any transactions involving the
Shares.

     (d) Mary H. Cain and James D. Weaver, as co-executors of the Estate, share
dispositive authority over the Shares. Mr. McMinn has sole voting authority of
the Shares pursuant to the irrevocable voting proxy described in Item 6.

     (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
        Securities of the Issuer

     Pursuant to an Agreement and Irrevocable Proxy dated as of May 7, 1998,
between Gordon A. Cain and William A. McMinn, Mr. Cain granted an irrevocable
voting proxy for all the shares of Common Stock beneficially owned by Mr. Cain
in the event of Mr. Cain's death. This irrevocable voting proxy will remain in
effect until the distribution of such Shares to the heirs or devisees of Mr.
Cain.

Item 7. Material to be Filed as Exhibits.

     Exhibit I - Joint Filing Agreement.

     Exhibit II - Agreement and Irrevocable Proxy granted by Gordon A. Cain to
William A. McMinn, dated May 7, 1998.

                                       7

                                    SIGNATURE

     After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.

Dated: March 13, 2003

                                   ESTATE OF GORDON A. CAIN

                                         By:  /S/ MARY H. CAIN
                                            ------------------------------------
                                              Mary H. Cain
                                              Co-Executor

                                         By:  /S/ JAMES D. WEAVER
                                            ------------------------------------
                                              James D. Weaver
                                              Co-Executor

                                  /S/ MARY H. CAIN
                                  ----------------------------------------------
                                      Mary H. Cain

                                  /S/ JAMES D. WEAVER
                                  ----------------------------------------------
                                      James D. Weaver

                                  /S/ WILLIAM A. MCMINN
                                  ----------------------------------------------
                                      William A. McMinn

                                   8

                                                                       Exhibit I

Joint Filing Agreement pursuant to Rule 13d-1(k)(1)(iii) under the Securities
and Exchange Act of 1934, as amended.

     Each of the undersigned hereby agrees to be included in the filing of the
Schedule 13D dated March 13, 2003 with respect to the issued and outstanding
Common Stock of Lexicon Genetics Incorporated beneficially owned by each of the
undersigned, respectively.

Dated: March 13, 2003

                                   ESTATE OF GORDON A. CAIN

                                         By:  /S/ MARY H. CAIN
                                            ------------------------------------
                                              Mary H. Cain
                                              Co-Executor

                                         By:  /S/ JAMES D. WEAVER
                                            ------------------------------------
                                              James D. Weaver
                                              Co-Executor

                                  /S/ MARY H. CAIN
                                  ----------------------------------------------
                                  Mary H. Cain

                                  /S/ JAMES D. WEAVER
                                  ----------------------------------------------
                                  James D. Weaver

                                  /S/ WILLIAM A. MCMINN
                                  ----------------------------------------------
                                  William A. McMinn

                                                                      Exhibit II

Agreement and Irrevocable Proxy by Gordon A. Cain to William A. McMinn dated
May 7, 1998.

                         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

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
all times be subject to all the restrictions, covenants and limitation imposed
by this Agreement.

     4. Cain represents and warrants to McMinn that, except as disclosed in
Schedule 1 attached hereto:

          (a) Cain has full power and authority to enter into this Agreement and
     to grant the Proxy, and to perform Cain's obligations hereunder;

          (b) this Agreement has been duly executed and delivered by and
     constitutes a valid and binding obligation of Cain;

          (c) as of the date hereof, the Shares consist of that number of shares
     of Company Common Stock owned of record by Cain which is set forth opposite
     the name of Cain on the signature page hereof;

          (d) the Shares are all of the securities of the Company owned of
     record by Cain on the date hereof;

          (e) Cain owns the Shares free and clear of all liens, charges, claims,
     encumbrances and security interests of any nature whatsoever;

          (f) Cain has the present power and right to vote all of the Shares;

          (g) except as provided herein, Cain has not (i) granted any proxy,
     power-of-attorney or other authorization or interest with respect to any of
     such Shares, (ii) deposited any of the Shares into a voting trust or (iii)
     entered into any voting agreement or other arrangement with respect to the
     voting of any of the Shares other than the Stockholders Agreement; and

          (h) the execution and delivery of this Agreement by Cain and the
     consummation by Cain of the transactions contemplated hereby do not require
     the consent, approval or authorization of, or filing with, any person or
     public authority.

     5. The terms and provisions of this Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without giving
effect to the provisions thereof relating to conflicts of law.

     6. The terms and provisions of this Agreement shall be binding on, inure to
the benefit of, and be enforceable by the heirs, personal representatives,
successors and permitted assigns of the parties. This Agreement and the rights
hereunder may not be assigned or transferred by McMinn, except with the prior
written consent of Cain.

     7. This Agreement shall terminate on (i) the distribution of such Shares to
a donee or purchaser during Cain's lifetime, or (ii) the distribution of such
Shares to the heirs or devisees of Cain following Cain's death; provided,
however, that this Agreement shall remain in full force and effect with respect
to any of the Shares not distributed as described in either of the foregoing
subsections.

     8. Cain acknowledges that the Investors will enter into the Purchase
Agreement in reliance on this Agreement, including the Proxy, and that the Proxy
is granted in consideration for the execution and delivery of the Purchase
Agreement by the Investors. CAIN AGREES THAT THE PROXY AND ALL OTHER POWER AND
AUTHORITY INTENDED TO BE CONFERRED HEREBY IS COUPLED WITH AN INTEREST SUFFICIENT
IN LAW TO SUPPORT AN IRREVOCABLE POWER AND, EXCEPT AS PROVIDED IN PARAGRAPH 7
ABOVE, SHALL NOT BE REVOCABLE OR TERMINATED BY ANY ACT OF CAIN, BY LACK OF
APPROPRIATE POWER OR AUTHORITY OR BY THE OCCURRENCE OF ANY OTHER EVENT OR
EVENTS. ALL POWER AND AUTHORITY HEREBY SHALL NOT BE TERMINATED BY ANY ACT OF
CAIN OR BY OPERATION OF LAW, BY LACK OF APPROPRIATE POWER OR AUTHORITY, OR BY
THE OCCURRENCE OF ANY OTHER EVENT OR EVENTS AND SHALL BE BINDING UPON ALL
BENEFICIARIES, HEIRS AT LAW, LEGATEES, DISTRIBUTEES, SUCCESSORS, ASSIGNS AND
LEGAL REPRESENTATIVES OF CAIN (AS PROVIDED ABOVE). IF AFTER THE EXECUTION OF
THIS AGREEMENT, CAIN SHALL CEASE TO HAVE APPROPRIATE POWER OR AUTHORITY, OR IF
ANY OTHER SUCH EVENT OR EVENTS SHALL OCCUR, MCMINN IS NEVERTHELESS AUTHORIZED
AND DIRECTED TO VOTE THE SHARES IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT
AS IF SUCH LACK OF APPROPRIATE POWER OR AUTHORITY OR OTHER EVENT OR EVENTS HAD
NOT OCCURRED AND REGARDLESS OF NOTICE THEREOF.

     9. The parties acknowledge and agree that performance of their respective
obligations hereunder will confer a unique benefit on the other and that a
failure of performance will result in irreparable harm to the other and will not
be compensated by money damages. The parties therefore agree that this
Agreement, including the Proxy, shall be specifically enforceable and that
specific enforcement and injunctive relief shall be a remedy properly available
to each party for any breach of any agreement, covenant or representation of the
other party hereunder.

     10. Cain will, upon request, execute and deliver any additional documents
and take such further actions as may reasonably be deemed by the Investors or
McMinn to be necessary or desirable to complete the Proxy granted herein or to
carry out the provisions hereof.

     11. If any term, provision, covenant or restriction of this Agreement, or
the application thereof to any circumstance, shall, to any extent, be held by a
court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this Agreement
or the application thereof to any other circumstance, shall remain in full force
and effect, shall not in any way be affected, impaired or invalidated and shall
be enforced to the fullest extent permitted by law.

     12. This Agreement contains the entire agreement between the parties with
respect to the subject matter hereof.

     13. This Agreement may not be changed, amended or modified orally, but only
by an agreement in writing signed by the party against whom any waiver, change,
amendment, modification or discharge may be sought.

     14. The words "herein," "hereof" and "hereunder" and other words of similar
import refer to this Agreement as a whole and not to any particular paragraph or
other subdivision. No provision of this Agreement shall be interpreted or
construed against either party solely because that party or its legal
representative drafted such provision.

     15. This Agreement may be executed in counterparts, each of which shall be
deemed to be an original but all of which together shall constitute one and the
same document.

     IN WITNESS WHEREOF, Cain and McMinn have duly executed this Agreement or
caused this Agreement to be duly executed as of the date first written above.

Number of Shares:

5,230,000                                  /s/ GORDON A. CAIN
                                           -------------------------------------
                                           Gordon A. Cain

                                           /s/ WILLIAM A. MCMINN
                                           -------------------------------------
                                           William A. McMinn

                                   SCHEDULE 1

     Amended and Restated Stockholders Agreement dated May 7, 1998, among the
Company's stockholders.