EXHIBIT 10.3

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT  AGREEMENT between TIMOTHY  SULLIVAN,  residing at 5809
Highland  Drive,  Chevy Chase,  MD 20815  ("Employee"),  and  INFORMAX,  INC., a
Delaware corporation with offices at 6010 Executive Boulevard, 10th floor, North
Bethesda,  Maryland 20852  ("InforMax") is entered into as of 1 April 1999, (the
"Effective  Date")  and sets  forth  the  terms  and  conditions  of  Employee's
continued employment by InforMax.

                                   WITNESSETH

         WHEREAS,  Employee is presently  employed by InforMax and is the Senior
Vice President, Marketing and Sales of InforMax; and

         WHEREAS,  InforMax believes that it is in the best interest of InforMax
to assure the  continued  services of  Employee on behalf of InforMax  under the
terms and conditions set forth herein; and

         NOW  THEREFORE,  in  consideration  of the  premises  and of the mutual
covenants  and  conditions  contained  in this  Agreement,  the parties  hereto,
intending to be legally bound, agree as follows:

         1.       EMPLOYMENT.  InforMax  hereby  employs  Employee  and Employee
hereby accepts continued  employment with InforMax upon the terms and conditions
set forth in this Agreement.  Employee's  principal titles and  responsibilities
shall be that of Senior  Vice-President,  Sales and Marketing,  reporting to the
Chief  Operating  Officer  ("COO"),  as well as to the Chief  Executive  Officer
("CEO").  Employee shall perform such  reasonable  duties  consistent with these
titles as shall be  assigned  to him from time to time by the COO and/or the CEO
of the InforMax, with the CEO having superiority.

         2.       TERM OF AGREEMENT.  The term of this agreement  shall commence
on the Effective Date, and, except as otherwise provided herein, shall terminate
on March 31, 2003. The Agreement shall  automatically renew for additional terms
of one (1)  year  unless,  not  less  than  ninety  (90)  days  before  the next
termination  date of the Agreement,  either party provides  notice in writing to
the other that it does not intend to renew the Agreement.

         3.       COMPENSATION.

                  (a)      Base Salary.  InforMax  shall pay, and Employee shall
accept, during the term of this Agreement, as compensation for services rendered
hereunder an annual salary of $150,000  payable in semi-monthly  payments plus a
commission of one percent (1%) of software

<PAGE>

license  revenue and  professional  service  revenues  payable monthly on actual
monies received by InforMax the previous month.

                  (b) Stock  Options.  Employee shall be  granted an  option to
purchase  up to 375,000  shares of  non-voting  common  stock at $0.50 per share
("Option") in accordance with InforMax's  Equity Incentive  Compensation  Plan a
copy of which is  attached  as  Exhibit  A (the  "Plan")  which  will  vest over
forty-eight  months.   Option  vesting  shall  be  accelerated  based  on  sales
performance in excess of the vesting set forth in the Plan as follows:

                           If  cumulative  gross sales for  InforMax,  excluding
                           government  contract sales, are at least  $13,000,000
                           by Dec 31, 1999,  then an  additional  85,932  shares
                           subject to the Option shall be deemed  vested and may
                           be  exercised  by  Employee  in addition to any other
                           shares that may have vested by such time.

                           If cumulative  gross sales for the year for InforMax,
                           excluding  government  contract  sales,  are at least
                           $25,000,000  by Dec  31,  2000,  then  an  additional
                           85,932  shares  subject to the Option shall be deemed
                           vested and may be  exercised  by Employee on or after
                           that time in  addition  to any other  shares that may
                           have vested by such time.

                           If cumulative  gross sales for the year for InforMax,
                           excluding  government  contract  sales,  are at least
                           $35,000,000  by Dec  31,  2001,  then  an  additional
                           85,932  shares  subject to the option shall be deemed
                           vested and may be  exercised  by Employee in addiiton
                           to any  other  shares  that may have  vested  by such
                           time.

The maximum number of shares purchasable under the Option grant shall be 375,000
shares.  Options  and vesting  shall be governed by the Plan and any  amendments
made  thereto.  Should  the Plan  permit  accelerated  vesting at the time of an
Initial Public  Offering,  then Employee shall have such rights as are described
by the Plan.

                  (c)      Benefit   Plans.   Employee   shall  be  entitled  to
participate  in such  benefit  plan(s) of InforMax now in existence or which may
hereafter  during  the  term of  this  Agreement  become  effective  for  senior
executives of InforMax.  Nothing in this Section 3(c) shall be deemed to prevent
InforMax from altering or abolishing any of such plans or benefits provided that
all such senior executives are treated equally.

                  (d)      Vacation. During the term of this Agreement, Employee
shall be  entitled  to three (3) weeks  paid  vacation  in  accordance  with the
established policy of InforMax, or such other greater number of days pursuant to
an  amended  policy in effect  at the  relevant  time.  Employee  also  shall be
entitled to all paid holidays and personal days given by InforMax.


                                       2
<PAGE>

                  (e)      Expenses.  InforMax  shall  promply pay or  reimburse
Employee   upon   submission   of  vouchers  or  receipts  for  all   reasonable
out-of-pocket  expenses for entertainment,  travel,  meals, hotel accommodations
and the like,  incurred by him that are reasonably related to the performance of
his duties.

                  (f)      Withholding.  Employee acknowledges that InforMax may
withhold from amounts  payable to Employee  under this Agreement with respect to
certain income,  unemployment  and social security taxes required to be withheld
from the wages of employees under applicable  Federal,  State, and local law. No
other taxes,  fees,  impositions,  duties or other  charges of any kind shall be
deducted or withheld from amounts payable  hereunder,  unless otherwise required
by law or agreed to by Employee.

         4.       TERMINATION  OF  EMPLOYMENT.  Nothwithstanding  any provisions
herein to the contrary,  Employee's  employment  with InforMax may be terminated
prior to the  completion of the term  described in Section 2 of this  Agreement,
subject to the following terms and conditions:

                  (a)      Termination   for  Cause.   InforMax  may   terminate
Employee's  employment at any time for Cause. For the purpose of this Agreement,
the term  "Cause"  shall  mean  Employee's  (1)  willful  misconduct;  (2) gross
negligence or  incompetence  in the performance of his duties for more than five
(5) days  after  receiving  written  notice  from  InforMax  on the  grounds  of
purported failure to perform and corresponding  failure by Employee to cure such
failure to perform within such notice period;  (3) willful violation of any law,
rule or regulation (other than traffic  violations or similar offenses) or final
cease-and-desist  order in performance of his duties;  or (4) material breach of
any provision of this Agreement.

                  (b)      Termination  Without  Cause upon a Change of Control.
InforMax  shall pay  Employee a sum equal to his annual  base salary plus earned
commissions for the  previous  twelve  (12)  months at the time of a "Change  in
Control" upon  termination  by InforMax of Employee's  employment  without Cause
within 180 days of a "Change in  Control".  For the  purposes of this  Section a
"Change of Control" of the Company  shall be deemed to have  occurred if (i) any
person  or  entity  other  than a person  currently  a  beneficial  owner of the
Company's  securities  becomes,  after the date hereof,  the beneficial owner of
securities of the Company  representing 50% of more of the combined voting power
of the Company's then outstanding  securities,  or (ii) the Company sells all or
substantially all of the assets of the Company.

                  (c)      Termination Without Cause other than upon a Change of
Control.  InforMax shall pay Employee a lump-sum cash payment in an amount equal
to fifty  percent  (50%) of his annual  salary plus fifty  percent  (50%) of his
earned  commissions  for the  previous  twelve (12) months upon  termination  by
InforMax  of  Employee's  employment  without  Cause  other than as  provided in
Section 4(b) above. The severance payment shall be paid to Employee in cash as


                                       3
<PAGE>

promptly as  practicable,  but in no event later than thirty (30) days following
the  termination  of his  employment.  Employee's  Options will continue to vest
until the end of the sixth  month  after  termination  without  Cause.  Employee
acknowledges  that any options exercised after ninety (90) days from termination
will not be considered qualified options.

                  (d)      Termination  by Employee for Breach by  InforMax.  In
the event that  InforMax  breaches  this  Agreement in any material  respect and
fails to cure the breach within thirty (30) days of written notice, Employee may
terminate his employment.  In the event of such termination,  InforMax shall pay
Employee a lump-sum  cash payment in an amount equal to fifty  percent  (50%) of
his annual  salary plus fifty percent  (50%) of his earned  commissions  for the
previous twelve (12) months.  The severance payment shall be paid to Employee in
cash as  promptly  as  practicable,  but in no event later than thirty (30) days
following such termination.

                  (e)      Voluntary  Termination by Employee without Cause. Any
termination  of Employee's  employment by  resignation,  retirement or any other
action of Employee  for any reason other than as set forth in section 4(d) shall
be deemed to be a "Voluntary  Termination."  Employee shall give InforMax thirty
(30) days notice of a Voluntary Termination.

                  (f)      Payment  Upon  Termination  For  Cause  or  Voluntary
Termination.  InforMax's obligation to pay Employee any and all compensation and
benefits  shall  cease in the event of a  Termination for  Cause or a  Voluntary
Termination,  and  InforMax  shall not be liable  for any  further  payments  to
Employee   hereunder   except  for  accrued  salary,   accrued   vacation  days,
reimbursement  of  appropriate  expense  vouchers,   applicable  indemnification
obligations and other benefit continuation obligations imposed by law.

         5.       DEVOTION OF TIME.  Except for vacations as provided herein and
absences  due to temporary  illness or family  emergencies,  Employee  agrees to
devote his business  time,  best efforts and  undivided  attention  and energies
during  the term of this  Agreement  to the  performance  of his  duties  and to
advance InforMax's interests. During the term of this Agreement,  Employee shall
not,  without  the prior  written  approval  of the Board of  Directors,  or its
designee,  be engaged in any other business  activity  which,  in the reasonable
judgment  of the Board of  Directors,  conflicts  with the  duties of  Employee,
whether  or not such  business  activity  is pursued  for gain,  profit or other
pecuniary  advantage,  but this restriction shall not be construed as preventing
Employee  from  investing  his assets in such form or manner as will not require
the  performance of services of Employee in the operations of the affairs of the
enterprises or companies in which said investments are made. Notwithstanding the
foregoing, services which are neither substantial nor significant,  individually
or in the aggregate,  shall be permitted with respect to investments of Employee
provided  that  they  shall not have an  adverse  effect  on  Employee's  duties
hereunder.

         6.       NON-COMPETITION.  Employee  agrees  that  during the period of
Employee's  employment  by InforMax  and for a period of either (i) one (1) year
after termination of this


                                       4
<PAGE>

Agreement  for any reason  other  than those set forth in Section  4(c) and 4(d)
above or (ii) for a period of six months  after  termination  of this  Agreement
pursuant to section 4(c) and 4(d) above:

                  (i) Employee  will not solicit  business  from or perform work
         for any of  InforMax's  past or present  clients,  or any of InforMax's
         prospective clients to whom InforMax has made a written proposal within
         six (6) months prior to any  termination of Employee's  employment with
         InforMax,  either  directly  or  indirectly,  for the benefit of anyone
         other  than  InforMax,  or  participate  or  assist  in any  way in the
         solicitation  of  business  from or  performance  of work  for any such
         clients, as an independent contractor or consultant to any other entity
         unless the business being  solicited or the work being performed is not
         the Same Business as that in which InforMax is engaged. As used in this
         Agreement,  the term "Same  Business"  means any  business in which the
         InforMax  is  currently  engaged  at the  time  of  termination  or any
         business in which the Board of Directors has approved,  in its minutes,
         plans to enter.

                  (ii)  Employee  will  not  divert,   solicit,   or  pirate  on
         Employee's  behalf,  or on the  behalf of any other  employer,  person,
         entity,  any employee of  InforMax,  or directly or  indirectly  induce
         attempt to influence any such employee to leave InforMax's employment.

                  (iii) Employee will not, directly or indirectly, on Employee's
         behalf or in the service or on behalf of others,  render or be retained
         to render services whether as an officer, partner, trustee, consultant,
         or employee,  for any business engaged in the Same Business as InforMax
         including but not limited to any customer of InforMax for whom Employee
         has provided  services  during  Employee's  employment  with  InforMax,
         unless the same is provided  solely to that portion or unit of any such
         business that is not engaged in the Same Business.

                  (iv) The  business of InforMax is  international  in scope and
         the restrictions of this paragraph shall accordingly apply worldwide.

         7. NONDISCLOSURE OF PROPRIETARY INFORMATION.  Both during and after the
term  of  this   Agreement,   Employee   agrees  to  preserve  and  protect  the
confidentiality  of Proprietary  Information  as defined in Section 8 below.  In
addition,  Employee will not (i) disclose or disseminate Proprietary Information
to any third party,  including  employees of InforMax without a need to know, or
(ii) use  Proprietary  Information for his own benefit or for the benefit of any
third party. If Employee receives information with uncertain confidentiality, he
agrees to treat the information as Proprietary  Information until management has
verified to him that such information is neither confidential nor proprietary.

         8. DEFINITION OF PROPRIETARY  INFORMATION.  Proprietary  Information is
defined  as  information  regarding  InforMax's  current  and  planned  business
activities, including (i) information


                                       5
<PAGE>

which relates to InforMax's actual or anticipated products,  software,  research
inventions,  processes,  techniques,  designs  or  other  technical  data;  (ii)
information  regarding  administrative,  financial  or marketing  activities  of
InforMax;  (iii)  information  received  from  InforMax  clients and other third
parties;  and  (iv) any  materials  or  documents  containing  any of the  above
information.  Proprietary  Information does not include  information which is or
becomes publicly available without a breach of this Agreement by Employee or any
information that Employee is obligated to disclose to third parties by law.

         9.       RETURN OF  PROPRIETARY  INFORMATION.  Upon  termination of his
employment  with InforMax,  Employee agrees to deliver to InforMax all documents
and other tangibles  including  diskettes and other  electronic or other storage
media containing Proprietary Information.

         10.      TRADE  SECRETS.  Employee  understands  and  agrees  that  the
covenants,  restrictions  and  prohibitions  against  disclosure of  Proprietary
Information  set forth in this Agreement are in addition to, and not in lieu of,
any rights or remedies which InforMax may have available pursuant to the laws of
any  jurisdiction  or at common law to prevent  disclosure  of trade  secrets or
proprietary  information,  and the  enforcement  by  InforMax  of its rights and
remedies  pursuant to this  Agreement  shall not be construed as a waiver of any
other rights or available  remedies which it may possess in law or equity absent
this Agreement.

         11.       OWNERSHIP  OF WORKS.  During the time Employee is employed by
InforMax,  InforMax  shall  own all  rights,  including  all trade  secrets  and
copyrights, in and to the following works created by Employee whether created on
InforMax's premises or at some other location:  (i) works which relate to or are
derived from the actual or anticipated business of InforMax and (ii) works which
result from or are derived from any task assigned to Employee or work  performed
by Employee for InforMax  (collectively,  the "Works").  InforMax shall own such
Works even if created  outside  normal  working  hours and  regardles of whether
Employee's  own equipment or InforMax's  equipment was used to create the Works.
Such Works shall include program codes and documentation. To the extent that any
such Works do not qualify as works made for hire under U.S.  copyright law, this
Agreement will  constitute an irrevocable  assignment by Employee to InforMax of
the ownership of, and all rights of copyright in, such Works. Employee agrees to
give  InforMax or its designees all  assistance  reasonably  required to perfect
such rights  provided that  following  termination of this  Agreement,  InforMax
shall  reimburse  Employee for his reasonable time and expense in assisting with
such matters.

         12.      INVENTIONS.  If  Employee  individually  or  jointly  makes or
conceives of any  invention,  technique,  process,  or other  know-how,  whether
patentable  or not, in the course of  performing  services for  InforMax,  which
relates in any manner to the  actual or  anticipated  business  of  InforMax  or
results  from any task  assigned to Employee or work  performed  by Employee for
InforMax (collectively,  "Inventions"),  Employee will and hereby does assign to
InforMax his entire right, title and interest in such Inventions.  Employee will
disclose any such  Inventions to an officer of InforMax and will,  upon request,
promptly sign a specific assignment


                                       6
<PAGE>

of title to  InforMax,  and do  anything  else  reasonably  necessary  to enable
InforMax to secure patents,  trade secret or any other proprietary rights in the
United States or foreign countries,  provided that following termination of this
Agreement, InforMax shall reimburse Employee for his reasonable time and expense
in assisting with such matters.  Any  Inventions  Employee has made or conceived
before the effective date of this Agreement are listed and described on Schedule
A attached hereto. These items are excluded from this Agreement.

         13.      INDEMNIFICTION.  InforMax  shall  indemnify  and hold harmless
Employee  in his  capacity  as an  officer as  provided  in the  certificate  of
incorporation  and  by-laws  of  InforMax,  as amended  from time to time.  This
provision shall in no manner limit  InforMax's right to amend its certificate of
incorporation or by-laws.

         14.      ASSIGNABILITY.  This  Agreement  and all rights  hereunder are
personal to Employee and shall not be assignable  except in accordance  with the
laws of descent and  distribution,  and any  purported  assignment  in violation
thereof  shall not be valid or binding on  InforMax.  This  Agreement,  however,
shall inure to the benefit of, and be binding  upon each  successor of InforMax,
whether  resulting from a merger or  consolidation or to the recipient of all or
substantially all of the assets of InforMax (and such successor shall thereafter
be deemed the same as InforMax for purposes of this  Agreement).  This Agreement
shall in no way restrict  InforMax's  right to merge,  consolidate,  sell all or
substantially  all of its assets or engage in any business  combination or other
transaction of any nature.

         15.      ENTIRE AGREEMENT. This Agreement,  including Exhibit A and any
Schedule  A,  supersedes  and  replaces  any and all  present,  written or oral,
agreements of employment between the parties hereto, and all such agreements are
hereby deemed canceled, revoked, and of no further force or effect.

         16.    ACKNOWLEDGMENT.  The restrictions contained in Section 6 of this
Agreement are  considered  reasonable  by Employee and  InforMax,  and it is the
desire of both  parties  that such  restrictions  and other  provisions  of this
Agreement be enforced to the fullest extent  permissible  under the laws and the
public policies  applied in each  jurisdiction  in which  enforcement is sought.
Accordingly,  in the event that any such restriction or provision shall be found
to be void or invalid but would be valid if some part  thereof  were  deleted or
the period or area of application reduced,  such restriction or provisions shall
apply  with  such  modification  as shall  be  necessary  to make it  valid  and
effective.  A deletion  resulting  from any  adjudication  shall occur only with
respect to the operation of the provision or a portion  thereof  affected in the
particular  jurisdiction  in which such  adjudication is made, and each court or
other body having jurisdiction with respect to the enforcement of the provisions
of Section 6 of this  Agreement  are hereby  empowered  to modify by  reduction,
rather  than  deletion,  the time  periods  or other  restrictions  referred  to
therein.


                                       7
<PAGE>


         17.      MODIFICATION.  This Agreement  constitutes the whole agreement
of  employment  of Employee by InforMax  and there are no terms other than those
stated herein.  No variation  hereof shall be deemed valid unless in writing and
signed by the parties  hereto,  and no  discharge  of the terms  hereof shall be
deemed valid unless by full  performance  by the parties hereto and by a writing
signed by the parties  hereto.  No waiver by either  party of any  provision  or
condition  of this  Agreement  by him or it to be  performed  shall be  deemed a
waiver of similar or dissimilar  provisions  and  conditions at the same time or
any prior or subsequent time.

         18.      NOTICES.  Any  notice,  statement,  report,  request or demand
required or permitted  to be given by this  Agreement  shall be in writing,  and
shall be  sufficient  if addressed and sent by certified  mail,  return  receipt
requested,  to the  parties at the  addresses  set forth  above or at such other
place that either party may designate by notice to the other.

         19.      EQUITABLE   RELIEF/PAYMENT   OF  FEES.  The  parties  to  this
Agreement  agree that each of them shall be  entitled,  in addition to any other
remedies they may have under this Agreement,  at law, or otherwise, to immediate
injunctive and other  equitable  relief to prevent or curtail any breach of this
Agreement.  Each party  agrees to indemnify  the other party for all  reasonable
costs and attorneys' fees incurred in enforcing this Agreement  should the first
such party  prevail in any  litigation  over a breach of any  provision  of this
Agreement.

         20.      GOVERNING LAW. This Agreement shall be governed by the laws of
the State of Maryland  (regardless of the laws that might otherwise govern under
applicable  principles or conflicts of law) as to all matters, including but not
limited to matters of validity, construction, effect, performance and remedies.

         21.      COUNTERPARTS.  This Agreement may be executed in counterparts,
each of which shall be deemed an original, but which together  shall  constitute
one and the same instrument.

         22.    LIMITED  AGREEMENT. This Agreement is intended by the parties to
govern only those rights and  obligations  described  herein,  and it is not the
parties'  intent to abrogate  any other  rights in favor of Employee or InforMax
provided under Federal or State Law.


                                       8
<PAGE>


         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date set forth above.

                                       InforMax, Inc.


                                       By:  /s/ Alex Titomirov
                                          ---------------------------
                                            Alex Titomirov
                                            Chairman, CEO



                                       Employee:

                                            /s/ Timothy Sullivan
                                          ---------------------------
                                            Timothy Sullivan


                                       9