EXHIBIT 10.1

                                 INFORMAX, INC.
                       EQUITY INCENTIVE COMPENSATION PLAN

     INFORMAX,  INC. (the  "Company") sets forth herein the terms of this Equity
Incentive Compensation Plan (the "Plan") as follows:

     1. PURPOSE

     The Plan is intended to advance the  interests  of the Company by providing
eligible officers,  employees,  directors of, and consultants to the Company (as
designated  pursuant to Section 4 below)  with  incentives  to improve  business
results,  by  providing  an  opportunity  to acquire or  increase a  proprietary
interest in the  Company,  which  thereby  will create a stronger  incentive  to
expend  maximum  effort  for the growth and  success  of the  Company,  and will
encourage  such  persons to remain in the employ or service of the  Company.  To
this end,  the Plan  provides  for the  grant of stock  options,  and  shares of
restricted stock, all as set out herein.

     Each stock option granted under the Plan (an "Option") is intended to be an
"incentive  stock  option"  within the  meaning of Section  422 of the  Internal
Revenue  Code of  1986,  as  amended  from  time to time,  or the  corresponding
provision of any subsequently-enacted tax statute (the "Code") ("Incentive Stock
Option"),  except  (i) to the  extent  that any such  Option  would  exceed  the
limitations  set  forth  in  Section  7  below;  (ii)  any  Option  specifically
designated  at the time of grant as not being  "incentive  stock  options";  and
(iii) any Option  that  otherwise  would not satisfy  the  requirements  of Code
Section 422 at the time of grant (collectively,  "Non-qualified Stock Options").
Further,  grants may be made of shares of restricted  stock,  in accordance with
the provisions of Section 6 below ("Restrictive Stock Awards").  Such grants and
awards are referred to collectively as "Incentive  Awards." Each Incentive Award
shall be evidenced by a written  agreement between the Company and the recipient
employee  setting out the terms and  conditions  of the grant (an  "Agreement").
Except where the context  otherwise  requires,  the term "Company" shall include
the parent corporation and all subsidiaries of the Company within the meaning of
Sections 424(e) and 424(f) of the Code.

     2. ADMINISTRATION

     (a) Board of  Directors.  The Plan  shall be  administered  by the Board of
Directors  of the  Company  (the  "Board"),  which shall have the full power and
authority  to take all  actions,  and to make  all  determinations  required  or
provided  for  under  the Plan or any  Incentive  Award  granted  or  associated
agreement  entered into hereunder and all such other actions and  determinations
not  inconsistent  with the specific  terms and provisions of the Plan deemed by
the

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Board to be necessary or  appropriate to the  administration  of the Plan or any
Incentive Award granted or Agreement  entered into  hereunder.  All such actions
and determinations shall be by the affirmative vote of a majority of the members
of the Board  present  at a meeting at which any issue  relating  to the Plan is
properly raised for  consideration or by without a meeting by written consent of
the Board of Directors  executed in accordance  with the  Company's  Articles of
Incorporation  and By-Laws,  and with  applicable  law. The  interpretation  and
construction by the Board of any provision of the Plan or of any Incentive Award
granted or Agreement entered into hereunder shall be final and conclusive.

     (b) Committee.  The Board may from time to time appoint an Equity Incentive
compensation Plan Committee (the "committee")  consisting of one or more members
of the Board.  The Board, in its sole  discretion,  may provide that the role of
the Committee shall be limited to making recommendations to the Board concerning
any  determinations  to be made and actions to be taken by the Board pursuant to
or with  respect to the Plan,  or the board may delegate to the  Committee  such
powers and authorities  related to the  administration of the Plan, as set forth
in  Section  2(a)  above,  as the Board  shall  determine,  consistent  with the
Articles of  Incorporation  and By-Laws of the Company and  applicable  law. The
Board may remove members,  add members, and fill vacancies on the committee from
time to time, all in accordance with the company's Articles of Incorporation and
By-Laws,  and with applicable  law. The majority vote of the Committee,  or acts
reduced to or approved in writing by a majority of the members of the Committee,
shall be the valid acts of the Committee.

     (c) No  Liability.  No  member of the  Board or of the  Committee  shall be
liable for any action or  determination  made in good faith with  respect to the
Plan or any Incentive Award granted or Agreement entered into hereunder.

     (d)  Delegation  to the  Committee.  In the  event  that  the  Plan  or any
Incentive  Award granted or Agreement  entered into  hereunder  provides for any
action to be taken by or determination to be made by the Board,  such action may
be taken by or such  determination may be made by the Committee if the power and
authority to do so has been  delegated to the Committee by the Board as provided
for in Section 2(b) above. Unless otherwise  expressly  determined by the Board,
any such action or determination by the Committee shall be final and conclusive.

     3. STOCK

     The stock that may be issued  pursuant to  Incentive  Awards under the Plan
shall be shares of Non-Voting  Common Stock,  par value $0.01 per share,  of the
Company (the "Non-Voting Stock") and be shares of Voting Common Stock, par


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value $0.01 per share, of the Company (the "Voting Stock", and together with the
Non-Voting  Stock,  the  "Stock"),  which  shares  may  be  treasury  shares  or
authorized but unissued  shares.  The number of shares of Non-Voting  Stock that
may be issued pursuant to Incentive  Awards under the Plan shall not exceed,  in
the aggregate, 2,200,000 shares, which number of shares is subject to adjustment
as  hereinafter  provided in Section 17 below.  If any Incentive  Award expires,
terminates,  or is  terminated  for any reason  prior to  exercise or vesting in
full,  the shares of Stock that were  subject to the  unexercised,  forfeited or
terminated  portion of such Incentive Award shall be available for future grants
of Incentive Awards under the Plan.

     4. ELIGIBILITY

     Incentive  Awards may be granted under the Plan to any employee or director
of, or any  consultant  to the  Company or any  Subsidiary  (including  any such
employee who is an officer or director of the Company or any  Subsidiary) as the
Board shall  determine  and  designate  from time to time prior to expiration or
termination of the Plan. An individual  may hold more than one Incentive  Award,
subject to such restrictions as are provided herein.

     5. EFFECTIVE DATE AND TERM OF THE PLAN

     (a) Effective  Date. The Plan shall be effective as of the date of adoption
by the Board,  subject to approval of the Plan within one year of such effective
date by a majority of the votes cast at a duly held meeting of the  shareholders
of the Company at which a quorum representing at least a majority of outstanding
shares of stock of the Company  entitled to vote thereon is, either in person or
by proxy,  present  and voting on the Plan or by written  consent in  accordance
with the  Articles  of  Incorporation  and  By-Laws  of the  Company;  provided,
however,  that upon approval of the Plan by the  shareholders  of the Company as
set forth above,  all  Incentive  Awards  granted under the Plan on or after the
effective date shall be fully  effective as if the  shareholders  of the Company
had approved the Plan on the effective date. If the shareholders fail to approve
the Plan within one year of such effective  date,  any Incentive  Awards granted
hereunder shall be null and void and of no effect.

     (b) Term. The Plan shall terminate on the date ten years from the effective
date.

     6. GRANT OF OPTIONS AND SHARES OF RESTRICTED STOCK

     (a) Options.  Subject to the terms and  conditions  of the Plan,  the Board
may, at any time and from time to time,  prior to the date of termination


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of the Plan,  grant to such  eligible  individuals  as the  Board may  determine
("Optionees"),  Options to  purchase  such number of shares of the Stock on such
terms  and  conditions  as the  Board  may  determine,  including  any  terms or
conditions  which may be necessary  to qualify  such Options as Incentive  Stock
Options.  The date on which the Board  approves  the grant of an Option shall be
considered the date on which such Option is granted.

     (b)  Restricted  Stock Awards.  Subject to the terms of the Plan, the Board
may, at any time and from time to time,  prior to the date of termination of the
Plan, grant to such eligible individuals as the Board may determine ("Holders"),
shares of  restricted  Stock,  subject to (i)  payment by the Holder of not less
than the par value of such  stock and (ii) the  attainment  of such  performance
objectives and the completion of such service requirements (if any) as the Board
shall determine and specify as a condition to making such grant. Each such grant
shall be effected by the  execution  of an  Agreement  setting out the terms and
conditions applicable thereto and by the issuance of shares of restricted Stock.
Upon attainment of the specified  objectives and requirements (or, to the extent
specified by the Board, partial attainment of such objectives and requirements),
the Holder  shall be entitled to shares of Stock  specified in the grant (or the
portion  of such  shares  earned by partial  attainment  of the  objectives  and
requirements,  as applicable) free of  restrictions,  except that such shares of
Stock shall continue to be subject to the  restrictions set out in Section 11(b)
and (c).  Upon the failure of (i) the Holder to pay the price  specified for the
shares  within the time set by the Board at the time of the grant or,  (ii) upon
the  expiration of the specified  period for  attaining  performance  objectives
without such  objectives  having been achieved or (iii) upon  termination of the
Holder's  employment without the Holder having satisfied the service requirement
specified  at the time of grant (the  "Conditions"),  except as shall  otherwise
have been  specified  in the  Agreement  at the time of grant or in an amendment
thereto,  the shares of restricted Stock (or appropriate  portion thereof) shall
be  forfeited  and shall again be available  for regrant  under the terms of the
Plan. The Board may require that the certificates evidencing the grant of shares
of restricted  Stock  hereunder be held in escrow until such  restrictions  have
expired.  The  Board may also  cause a legend to be placed on such  certificates
making  appropriate  reference  to the  restrictions  to which  the  shares  are
subject.

     (c)  Cancellation  and New  Grant of  Options.  The  Board  shall  have the
authority to effect,  at any time and from time to time, with the consent of the
affected optionees, the cancellation of any or all outstanding Options under the
Plan and the  grant in  substitution  therefor  of new  Options  under  the Plan
covering  the same or  different  numbers of shares of Stock  having an exercise
price per share which may be lower or higher than the  exercise  price per share
of the canceled Options.


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     (d)  Acceleration.  The Board may, in its sole  discretion,  accelerate the
date or dates on which all or any particular Option or Options granted under the
Plan may be exercised or on which any Conditions  under  Restricted Stock Awards
lapse.

     7. LIMITATION ON INCENTIVE STOCK OPTIONS

     An Option  (other than an Option  described in  exception  (ii) or (iii) of
Section 1) shall  constitute  an Incentive  Stock Option only to the extent that
the aggregate  fair market value  (determined at the time the Option is granted)
of the Stock with  respect to which  options  intended to  constitute  Incentive
Stock  Options are  exercisable  for the first time by any  Optionee  during any
calendar  year  (under the Plan and all other plans of the  Optionee's  employer
corporation  and its parent and  subsidiary  corporations  within the meaning of
Section 422(b)(7) of the Code) does not exceed $100,000.

     8. OPTION AGREEMENTS

     All Options  granted  pursuant to the Plan shall be evidenced by Agreements
("Option  Agreements"),  to be executed by the Company and by the  Optionee,  in
such  form or forms as the  Board  shall  from  time to time  determine.  Option
Agreements  covering  Options granted from time to time or at the same time need
not  contain  similar  provisions;  provided,  however,  that  all  such  Option
Agreements   shall  comply  with  all  terms  of  the  Plan.  Any  amendment  or
modification  to an  Option  Agreement  shall  be made by a  written  instrument
approved  by the Board and  executed  by or on  behalf  of the  Company  and the
Optionee (or permitted transferee of the Optionee).

     9. OPTION PRICE

     The  purchase  price of each share of the Stock  subject to an Option  (the
"Option  Price")  shall be  determined  by the Board and  stated in each  Option
Agreement.

     In the case of an Option  intended to constitute an Incentive Stock Option,
the Option  Price shall be not less than the greater of par value or 100% of the
fair market  value of a share of the Stock on the date the Option is granted (as
determined in good faith by the Board); provided, however, that in the event the
Optionee would  otherwise be ineligible to receive an Incentive  Stock Option by
reason of the provisions of Sections  422(b)(6) and 424(d) of the Code (relating
to stock  ownership  of more than ten  percent  (10%)),  the Option  Price of an
Option which is intended to be an Incentive  Stock Option (within the meaning of
Section 422 of the Code) shall be not less than the greater of par value or 110%
of


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the fair market value of a share of Stock at the time such Option is granted. In
the event that the Stock is listed on an established  national or regional stock
exchange,  is admitted to quotation on the National  Association  of  Securities
Dealers  Automated  Quotation  System,  or is publicly  traded in an established
securities  market, in determining the fair market value of the Stock, the Board
shall use the closing  price of the Stock on such  exchange or System or in such
market (the highest such closing  price if there is more than one such  exchange
or market) on the trading date immediately  before the Option is granted (or, if
there is no such  closing  price,  then the Board shall use the mean between the
highest bid and lowest  asked  prices or between the high and low prices on such
date),  or,  if no sale of the  Stock  has been  made on such  day,  on the next
preceding day on which any such sale shall have been made. Such determination of
the fair market value of such shares shall be final, binding, and conclusive.

     In the case of an Option not intended to  constitute  an  "Incentive  Stock
Option," the Option Price shall not be less than par value.

     10. TERM AND EXERCISE OF OPTIONS

     (a) Term. Each Option granted under the Plan shall terminate and all rights
to purchase shares  thereunder shall cease upon the expiration of ten years from
the date such Option is granted or on such date prior thereto as may be fixed by
the Board and stated in the Option Agreement relating to such Option (subject to
earlier  termination as provided in the Plan);  provided,  however,  that in the
event the Optionee would  otherwise be ineligible to receive an Incentive  Stock
Option by reason of the provisions of Sections  422(b)(6) and 424(d) of the Code
(relating to stock ownership of more than ten percent (10%)),  an Option granted
to such Optionee  which is intended to be an Incentive  Stock Option shall in no
event be  exercisable  after the  expiration  of five  years from the date it is
granted.

     (b) Option Period and  Limitations  on Exercise.  Each Option granted under
the Plan shall be exercisable, in whole or in part, at any time and from time to
time, over a period commencing on or after the date of grant and ending upon the
expiration or  termination of the Option,  as the Board shall  determine and set
forth in the Option Agreement  relating to such Option or any amendment thereto.
Without limiting the foregoing,  the Board,  subject to the terms and conditions
of the  Plan,  may in its sole  discretion  provide  that an  Option  may not be
exercised  in whole or in part for any period or periods  of time  during  which
such Option is outstanding  and may condition  exercisability  of an Option upon
the  Optionee's  attainment  of  performance  objectives  set out in the  Option
Agreement;  provided,  however,  that any such  limitation  or  condition on the
exercise  of an Option  contained  in any  Option  Agreement  may be  rescinded,
modified or waived by the Board,  in its sole  discretion,  at any time and from
time to time after the date of grant of such  Option,  so as to  accelerate  the
time at which the Option may be


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exercised.  Notwithstanding  any other provisions of the Plan, no Option granted
to an Optionee  under the Plan shall be exercisable in whole or in part prior to
the date the Plan is approved by the  shareholders of the Company as provided in
Section 5 above.

     (c) Method of  Exercise.  An Option that is  exercisable  hereunder  may be
exercised  by  delivery  to the Company on any  business  day, at its  principal
office,  addressed to the attention of the Board, of written notice of exercise,
which notice shall specify the number of shares with respect to which the Option
is being  exercised,  and shall be  accompanied by payment in full of the Option
Price of the shares for which the Option is being exercised,  except as provided
below. Payment of the Option Price for the shares of Stock purchased pursuant to
the  exercise  of an  Option  shall be made (i) in cash or in cash  equivalents;
(ii) through the tender to the Company of shares of Stock, which shares shall be
valued,  for  purposes of  determining  the extent to which the Option Price has
been  paid  thereby,  at their  fair  market  value  (determined  in the  manner
described in Section 9 above) on the date of  exercise;  (iii) if at the time of
exercise the Stock is publicly  traded on an  established  securities  market or
exchange,  by  delivering a written  direction to the Company that the Option be
exercised pursuant to a "cashless"  exercise/sale  procedure  (pursuant to which
funds to pay for exercise of the option are delivered to the Company by a broker
upon receipt of stock certificates from the Company) or a cashless exercise/loan
procedure  (pursuant  to which the  Optionees  would obtain a margin loan from a
broker to fund the exercise) through a licensed broker acceptable to the Company
whereby the stock  certificate or certificates for the shares of Stock for which
the Option is  exercised  will be  delivered to such broker as the agent for the
individual exercising the Option and the broker will deliver to the Company cash
(or cash  equivalents  acceptable to the Company)  equal to the Option Price for
the shares of Stock  purchased  pursuant to the  exercise of the Option plus the
amount  (if any) of  federal  and other  taxes  that the  Company,  may,  in its
judgment, be required to withhold with respect to the exercise of the Option; or
(iv) by a  combination  of the methods  described  in (i),  (ii) and (iii).  The
Optionee's  right to pay the exercise  price by exchange of Stock,  however,  is
subject to the following  limitation:  the Stock being  exchanged must have been
held by the  Optionee  for at least six  months.  Payment  in full of the Option
Price  need not  accompany  the  written  notice of  exercise  if the  Option is
exercised pursuant to the cashless  exercise/sale  procedure described above. An
attempt to exercise any Option granted  hereunder  other than as set forth above
shall be invalid and of no force and effect.  Promptly  after the exercise of an
Option  and the  payment  in full of the  Option  Price of the  shares  of Stock
covered thereby,  the individual  exercising the Option shall be entitled to the
issuance of a Stock certificate or certificates evidencing his ownership of such
shares.  A separate Stock  certificate or  certificates  shall be issued for any
shares  purchased  pursuant to the  exercise of an Option  which is an Incentive
Stock Option,  which  certificate or  certificates  shall not include any shares
which were  purchased  pursuant  to the  exercise  of an Option  which is not


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an Incentive Stock Option.  An individual  holding or exercising an Option shall
have none of the  rights of a  shareholder  until  the  shares of Stock  covered
thereby  are fully paid and issued to him and,  except as provided in Section 16
below,  no adjustment  shall be made for dividends or other rights for which the
record date is prior to the date of such issuance. Shares issued pursuant to the
exercise shall be subject to the applicable  restrictions  set out in Section 11
hereof.

     11. TRANSFERABILITY OF STOCK AND OPTIONS

     (a) Transferability. During the lifetime of an Optionee, only such Optionee
(or, in the event of legal  incapacity  or  incompetency,  the guardian or legal
representative  of the  Optionee)  may exercise  the Option.  No Option shall be
assignable or transferable by the Optionee to whom it is granted,  other than by
will or the laws of descent  and  distribution.  No shares of  restricted  stock
shall be assignable or  transferable,  other than by will or the laws of descent
and  distribution,  prior to the  satisfaction  of  applicable  performance  and
service  requirements  with respect to such shares. No holder of shares acquired
pursuant to this Plan shall sell, assign,  transfer,  pledge or hypothecate such
shares  except in  accordance  with the  terms of this  Plan and any  applicable
shareholders  agreement. No holder of shares acquired pursuant to this Plan will
pledge or  hypothecate  such shares  without the prior  consent of the  Company.
Notwithstanding  anything to the  contrary,  any  unrestricted  shares  acquired
pursuant  to this  Plan may be  transferred  by gift to the  holder's  "Family",
provided  that any such  transferee  shall enter into a written  agreement to be
bound by the terms of this Plan and any applicable shareholders  agreement.  For
this purpose, "Family" shall mean the siblings,  children, parents and spouse of
the holder of such shares.

     (b) Repurchase Rights.

         (i) Upon the  termination of the employment or service with the Company
or a Subsidiary  for any reason of an employee  who has been  granted  Incentive
Awards  hereunder,  the Company  shall have the right,  for a period of 180 days
following such  termination,  to repurchase any or all of the shares acquired by
the employee  pursuant to this Plan under an Incentive Award  (including  shares
that were  previously  transferred  pursuant to Subsection  11(c) below,  unless
otherwise  specified in the Agreement  relating to such Incentive  Award),  at a
price equal to the fair market  value of such shares on the date of  termination
(or at such lower price as shall have been specified by the Board at the time of
grant and set out in the appropriate  Option or restricted  Stock Agreement with
respect to the grant). Upon the exercise, pursuant to Section 12 or 13 below, of
an Option following termination of employment or service, the Company shall have
the right,  for a period of 180 days following such exercise,  to repurchase any
or all such shares at a price  equal to the fair market  value of such shares on
the date of


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exercise  (or at such lower price as shall have been  specified  by the Board at
the time of grant and set out in the appropriate  Option  Agreement with respect
to the grant).

         (ii) In the event that the  Company  determines  that it cannot or will
not exercise its rights to purchase Stock under this Section 11(b),  in whole or
in part,  the  Company may assign its  rights,  in whole or in part,  to (A) any
shareholder  of the Company who owns stock or securities  of the Company  having
more  than  50% of the  combined  voting  power of all  classes  of stock of the
Company (a "Shareholder"),  (B) any employee benefit plan (within the meaning of
ss. 3(3) of the Employee  Retirement  Income  Security Act of 1974,  as amended)
maintained  by the Company or a  Subsidiary  for the benefit of employees of the
Company or a Subsidiary  (a "Plan"),  or (C) any  corporation  or other trade or
business  that is  controlled  by or  under  common  control  with  the  Company
(determined  in accordance  with the principles of Section 414(b) and (c) of the
Code and the regulations  thereunder) (an  "Affiliate").  The Company shall give
reasonable written notice to the employee of any assignment of its rights.

     (c) Right of First Refusal.

         (i) A grantee of an Incentive  Award (or such other  individual  who is
entitled,  pursuant  to  Section  13  below,  to  exercise  an Option or to whom
restricted Stock is transferred, following the death of the Optionee or grantee)
shall not sell,  pledge,  assign,  gift,  transfer or  otherwise  dispose of any
shares of Stock acquired  pursuant to an Incentive Award to anyone without first
offering  them to the Company for purchase on the same terms and  conditions  as
those  offered the proposed  transferee.  Any  individual  who  proposes  such a
transfer  (the  "Transferor")  shall  notify the  Company,  in  writing,  of the
identity of the transferee  and the terms and  conditions of such transfer.  The
Company may exercise its right of first refusal  within 60 days after  receiving
such notice of the proposed transfer. If the Company (or its permitted assignee)
fails to exercise  such right of first  refusal  during this 60 day period,  the
Transferor may proceed with the proposed transfer at any time within the next 60
days,  and if he does  not do so,  the  restrictions  of this  Subsection  shall
re-apply.  The  restrictions of this Subsection  shall re-apply to any person to
whom Stock that was originally  acquired pursuant to an Incentive Award is sold,
pledged, assigned, bequeathed, gifted, or otherwise transferred,  without regard
to the number of such subsequent transferees or the manner in which they acquire
the Stock.  Notwithstanding  the foregoing,  the restrictions of this Subsection
shall not apply to a transfer  of Stock that  occurs as a result of the death of
the Transferor or of any subsequent transferee (but shall apply to the executor,
administrator  or  personal   representative,   the  estate  and  the  legatees,
beneficiaries and assigns  thereof).  The right of first refusal granted in this
Section  shall  terminate  on the closing of an initial  public  offering of the
Company's Stock under the Securities Act.


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<PAGE>

         (ii) The  Company  may  assign  its right of first  refusal  under this
Section 11(c),  in whole or in part, to a  Shareholder,  a Plan or an Affiliate.
The  Company  shall give  reasonable  written  notice to the  Transferor  of any
assignment of its rights.

     (d) Legend. In order to enforce the restrictions  imposed upon shares under
this Plan or as provided in an  Agreement  relating to an Incentive  Award,  the
Board may cause a legend or legends to be placed on any certificate representing
shares  issued  pursuant  to this  Plan  which  legend  or  legends  shall  make
appropriate reference to the restriction imposed under it.

     (e) Put Rights.  The Board,  by  inclusion of  appropriate  language in the
Agreement  relating to an Incentive Award, may grant the person acquiring shares
of Stock  thereunder  the right to put such  shares to the  Company  at the fair
market value of such shares (as determined hereunder) at the time of exercise of
such put, or at such other value as shall be specified on the Agreement, subject
to such further terms and conditions as the Board shall include in the Agreement
relating to such Incentive Award.

     (f) Additional Provisions.  The Board may, in its sole discretion,  include
additional  provisions in any Incentive Award granted under the Plan,  including
without limitation restrictions on transfer,  repurchase rights,  commitments to
pay cash bonuses,  arrangements  for loans or transfers of property to Optionees
upon  exercise  of  Options,   a  requirement   to  enter  into  any  applicable
shareholders  agreement by and among the Company and any of its  shareholders or
such other  provisions as shall be determined by the Board;  provided,  however,
that  such  additional  provisions  shall not be  inconsistent  with any term or
condition  of the  Plan and such  additional  provisions  shall  not  cause  any
Incentive Stock Option granted under the Plan to fail to qualify as an Incentive
Stock Option within the meaning of Section 422 of the Code.

     12. TERMINATION OF SERVICE OR EMPLOYMENT OF OPTIONEE

     Upon the termination of the employment or service of an Optionee, or Holder
with  the  Company  or a  Subsidiary,  other  than by  reason  of the  death  or
"permanent and total disability"  (within the meaning of Section 22(e)(3) of the
Code) of such individual, any Option or shares of restricted stock that have not
become vested to such individual  pursuant to the Plan, shall terminate and such
individual  shall have no further right to purchase  shares of Stock pursuant to
such Option and such  restricted  stock shall be forfeited;  provided,  however,
that the Board may provide,  by inclusion of appropriate  language in any Option
or  restricted  Stock  Agreement,  that the grantee may  (subject to the general
limitations  on  exercise  set forth in Section  10(b)  above),  in the event of
termination of employment or service


                                       10
<PAGE>

with the Company or a  Subsidiary,  exercise  an Option or receive  unrestricted
shares of Stock, in whole or in part, at any time subsequent to such termination
of employment  and prior to  termination  of the Incentive  Award as provided in
Sections 6 and 10 above,  either subject to or without regard to any installment
limitation,  condition on exercise or transfer,  or vesting  requirement imposed
pursuant  to such  Sections.  Whether a leave of absence or leave on military or
government  service shall  constitute a termination of employment or service for
purposes of the Plan shall be determined by the Board, which determination shall
be final and  conclusive.  For purposes of the Plan, a termination of employment
or service with the Company or a Subsidiary  shall not be deemed to occur if the
Optionee is  immediately  thereafter  employed by or engaged with the Company or
any Subsidiary in any capacity.

     13. RIGHTS IN THE EVENT OF DEATH OR DISABILITY

     (a) Death.  If an Optionee dies while  employed by or providing  service to
the Company or a  Subsidiary,  the  executors or  administrators  or legatees or
distributees  of such  individual's  estate shall have the right (subject to the
general  limitations on exercise set forth in Section 10(b) above),  at any time
within  six (6)  months  after the date of such  individual's  death and  before
termination  of the Option as provided in Section  10(a) above,  to exercise any
vested  portion  of the  Option  held by  such  individual  at the  date of such
individual's  death. The extent to which shares of restricted Stock shall become
vested  as a result  of the  grantee's  death  while  employed  by or  providing
services to the Company or a Subsidiary  shall be determined by the Board at the
time of grant of such shares of  restricted  Stock and  specified in the related
Agreement.

     (b) Disability.  If an Optionee  terminates  employment or service with the
Company  or a  Subsidiary  by reason  of the  "permanent  and total  disability"
(within the meaning of Section  22(e)(3) of the Code) of such person,  then such
person shall have the right (subject to the general  limitations on exercise set
forth in Section  10(b)  above),  at any time  within six (6) months  after such
termination  of  employment or service and before  termination  of the Option as
provided in Section 10(a) above,  to exercise,  in whole or in part,  any vested
portion of the Option  held by such  person at the date of such  termination  of
employment or service.  Whether a termination  of employment is to be considered
by reason of "permanent and total disability" for purposes of this Plan shall be
determined by the Board, which determination shall be final and conclusive.  The
extent to which shares of  restricted  stock shall become  vested as a result of
the grantee's "total and permanent  disability"  while employed by or engaged in
performing  services for the Company or a Subsidiary  shall be determined by the
Board at the time of grant of such shares of  restricted  stock and specified in
the related Agreement.


                                       11
<PAGE>

     14. USE OF PROCEEDS

     The proceeds received by the Company from the sale of Stock pursuant to the
exercise  of  Options  granted  under  the Plan and the  issuance  of  shares of
restricted stock hereunder shall constitute general funds of the Company.

     15. REQUIREMENTS OF LAW

     The Company shall not be required to sell,  issue or transfer any shares of
Stock under any Incentive Award if the sale, issuance or transfer of such shares
would  constitute a violation  by the Holder or the  individual  exercising  the
Option  or  the  Company  of any  provisions  of any  law or  regulation  of any
governmental  authority,  including  without  limitation  any  federal  or state
securities laws or  regulations.  Specifically in connection with the Securities
Act of 1933 (as now in effect or as hereafter amended),  at the time of grant of
restricted  Stock or when such  Stock  becomes  vested or upon  exercise  of any
Option, unless a registration statement under such Act is in effect with respect
to the shares of Stock covered by thereby,  the Company shall not be required to
sell or issue such shares unless the Board has received evidence satisfactory to
it that the holder of such  restricted  Stock or Option may acquire  such shares
pursuant to an exemption from registration  under such Act. Any determination in
this  connection  by the Board  shall be final,  binding,  and  conclusive.  The
Company  may,  but shall in no event be obligated  to,  register any  securities
covered  hereby  pursuant to the  Securities Act of 1933 (as now in effect or as
hereafter  amended).  The Company shall not be obligated to take any affirmative
action in order to cause the  exercise  of an Option or the  issuance  of shares
pursuant  thereto or pursuant to a grant of restricted  Stock to comply with any
law or regulation of any governmental  authority.  As to any  jurisdiction  that
expressly  imposes the  requirement  that an Option shall not be  exercisable or
that shares of Stock may not be issued  pursuant to a grant of restricted  Stock
unless  and  until the  shares  of Stock  covered  by such  grant or Option  are
registered  or are subject to an  available  exemption  from  registration,  the
exercise of such  Option or  issuance of shares of Stock  pursuant to such grant
(under  circumstances  in which the laws of such  jurisdiction  apply)  shall be
deemed   conditioned  upon  the   effectiveness  of  such  registration  or  the
availability of such an exemption.

     16. AMENDMENT AND TERMINATION OF THE PLAN

     The  Board  may,  at any time and from  time to  time,  amend,  suspend  or
terminate the Plan as to any shares of Stock as to which  Incentive  Awards have
not been  granted;  provided,  however,  that no  amendment  by the Board shall,
without  approval by a majority of the votes cast at a duly held  meeting of the
shareholders  of the Company at which a quorum  representing at least a majority
of  outstanding  shares of stock of the  Company  entitled  to vote  thereon is,
either  in  person or by


                                       12
<PAGE>

proxy,  present and voting on the Plan or by written  consent in accordance with
the  Articles  of  Incorporation  and  By-Laws  of the  Company,  (a) change the
requirements  as to  eligibility  to receive  Incentive  Stock  Options;  or (b)
increase the maximum number of shares of Stock in the aggregate that may be sold
or issued  pursuant to grants of Incentive  Stock Options under the Plan (except
as permitted  under  Section 17 hereof).  Except as permitted  under  Section 17
hereof,  no amendment,  suspension or termination of the Plan shall not, without
the  consent of the holder of the  Incentive  Award,  alter or impair  rights or
obligations under any Incentive Award  theretofore  granted under the Plan. With
the  consent  of the  Optionee  or Holder,  the Board may amend any  outstanding
Agreement in a manner not inconsistent with the Plan. Amendments to the Plan not
requiring stockholder approval shall become effective when adopted by the Board;
amendments requiring stockholder approval (as provided in this Section 16) shall
become effective when adopted by the Board, but no Incentive Stock Option issued
after the date of such amendment  shall become  exercisable  (to the extent that
such  amendment  to the Plan was  required  to enable the  Company to grant such
Incentive Stock Option to a particular Optionee) unless and until such amendment
shall have been  approved by the  Company's  stockholders.  If such  stockholder
approval is not obtained  within  twelve (12) months of the Board's  adoption of
such amendment, any Incentive Stock Options granted on or after the date of such
amendment  shall  terminate  to the extent that such  amendment  to the Plan was
required to enable the Company to grant such Option to a particular Optionee.

     17. EFFECT OF CHANGES IN CAPITALIZATION

     (a) Changes in Stock. If the  outstanding  shares of Stock are increased or
decreased or changed into or exchanged for a different  number or kind of shares
or  other  securities  of  the  Company  by  reason  of  any   recapitalization,
reclassification,  stock  split-up,  combination of shares,  exchange of shares,
stock dividend or other distribution payable in capital stock, or other increase
or decrease in such shares  effected  without  receipt of  consideration  by the
Company, occurring after the effective date of the Plan, the number and kinds of
shares for the  issuance  of which  restricted  Stock may be awarded and for the
acquisition  of which  Options  may be granted  under the Plan shall be adjusted
proportionately and accordingly by the Company. In addition, the number and kind
of shares for which Options are  outstanding  shall be adjusted  proportionately
and accordingly so that the  proportionate  interest of the holder of the Option
immediately  following such event shall, to the extent practicable,  be the same
as immediately  before such event.  Any such  adjustment in outstanding  Options
shall not change the  aggregate  Option  Price  payable  with  respect to shares
subject to the unexercised portion of the Option outstanding but shall include a
corresponding proportionate adjustment in the Option Price per share.


                                       13
<PAGE>

     (b)  Reorganization  in Which the  Company  Is the  Surviving  Corporation.
Subject  to  Subsection  (c)  hereof,  if the  Company  shall  be the  surviving
corporation in any reorganization,  merger, or consolidation of the Company with
one or more other  corporations,  any Option theretofore granted pursuant to the
Plan  shall  pertain  to and  apply to the  securities  to which a holder of the
number  of shares of Stock  subject  to such  Option  would  have been  entitled
immediately  following such  reorganization,  merger, or  consolidation,  with a
corresponding proportionate adjustment of the Option Price per share so that the
aggregate  Option Price  thereafter  shall be the same as the  aggregate  Option
Price of the shares remaining  subject to the Option  immediately  prior to such
reorganization, merger, or consolidation.

     (c) Reorganization in Which the Company Is Not the Surviving Corporation or
Sale of Assets or Stock. Upon the dissolution or liquidation of the Company,  or
upon a merger,  consolidation or  reorganization of the Company with one or more
other  corporations  in which the Company is not the surviving  corporation,  or
upon a sale of all or substantially  all of the assets of the Company to another
corporation, or upon any transaction (including, without limitation, a merger or
reorganization  in which the Company is the surviving  corporation)  approved by
the Board  which  results in any person or entity  (other  than  persons who are
shareholders of the Company at the time the Plan is approved by the shareholders
and other than an Affiliate)  owning 80% or more of the combined voting power of
all  classes  of stock of the  Company,  the  Plan and all  Options  outstanding
hereunder shall  terminate,  except to the extent a provision is made in writing
in connection with such  transaction for the continuation of the Plan and/or the
assumption of such Options theretofore granted, or for the substitution for such
Options of new  options  covering  the stock of a  successor  corporation,  or a
parent or subsidiary thereof, with appropriate  adjustments as to the number and
kinds of  shares  and  exercise  prices,  in which  event  the Plan and  Options
theretofore  granted  shall  continue  in the  manner  and  under  the  terms so
provided.  In the event of any such  termination  of the Plan,  each  individual
holding an Option shall have the right  (subject to the general  limitations  on
exercise set forth in Section 10(b) above), immediately before the occurrence of
such termination and during such period occurring before such termination as the
Board in its sole  discretion  shall  determine and designate,  to exercise such
Option  in whole or in part,  to the  extent  that  such  Option  was  otherwise
exercisable at the time such  termination  occurs,  except that, by inclusion of
appropriate  language in an Option  Agreement,  the Board may  provide  that the
Option may be exercised  before  termination  without regard to any  installment
limitation  or other  condition on exercise  imposed  pursuant to Section  10(b)
above.  The Board shall send written notice of an event that will result in such
a  termination  to all  individuals  who hold Options not later than the time at
which the Company gives notice thereof to its shareholders.  The extent to which
unvested shares of restricted  Stock shall be vested or forfeited in the case of
an event  described in this Section 17(c) shall be set


                                       14
<PAGE>

out in the  Agreement  with  respect  to such  grant;  in the  absence of such a
provision, the unvested shares shall be forfeited.

     (d)  Adjustments.  Adjustments  under  this  Section 17 related to stock or
securities of the Company  shall be made by the Board,  whose  determination  in
that respect shall be final,  binding,  and conclusive.  No fractional shares of
Stock or  units  of  other  securities  shall  be  issued  pursuant  to any such
adjustment,  and any  fractions  resulting  from  any such  adjustment  shall be
eliminated in each case by rounding downward to the nearest whole share or unit.

     (e) No  Limitations  on Company.  The grant of shares of  Incentive  Awards
pursuant  to the Plan shall not affect or limit in any way the right or power of
the Company to make adjustments,  reclassifications,  reorganizations or changes
of its  capital or  business  structure  or to merge,  consolidate,  dissolve or
liquidate, or to sell or transfer all or any part of its business or assets.

     18. DISCLAIMER OF RIGHTS

     No provision  in the Plan or in any  Incentive  Award  granted or agreement
entered  into  pursuant  to the  Plan  shall be  construed  to  confer  upon any
individual  the right to remain in the employ or  service of the  Company or any
Subsidiary,  or to  interfere  in any way with the  right and  authority  of the
Company or any Subsidiary either to increase or decrease the compensation of any
individual  at any time, or to terminate  any  employment or other  relationship
between any individual and the Company or any Subsidiary.  The obligation of the
Company to pay any  benefits  pursuant  to this Plan shall be  interpreted  as a
contractual obligation to pay only those amounts described herein, in the manner
and  under  the  conditions  prescribed  herein.  The  Plan  shall  in no way be
interpreted  to require  the  Company to  transfer  any amounts to a third party
trustee or  otherwise  hold any  amounts  in trust or escrow for  payment to any
participant or beneficiary under the terms of the Plan.

     19. NONEXCLUSIVITY OF THE PLAN

     Neither  the  adoption  of the Plan nor the  submission  of the Plan to the
shareholders  of the Company for  approval  shall be  construed  as creating any
limitations  upon the  right and  authority  of the  Board to adopt  such  other
incentive compensation arrangements (which arrangements may be applicable either
generally to a class or classes of individuals or  specifically  to a particular
individual or individuals) as the Board in its discretion  determines desirable,
including,  without limitation,  the granting of restricted stock, stock options
or stock appreciation rights otherwise than under the Plan.

                                    *   *   *


                                       15
<PAGE>

     The Plan was duly  adopted and  approved by the Board of  Directors  of the
Company on the 10th day of February, 1999.
                                              /s/ Calvin Cobb
                                            ------------------------------------
                                            Secretary

     The Plan was duly adopted and approved by the  shareholders  of the Company
on the 17th day of March, 1999.
                                              /s/ Calvin Cobb
                                            ------------------------------------
                                            Secretary








                                       16
<PAGE>



                                                                       EXHIBIT A

                             AMENDMENT NO. 1 TO THE
               INFORMAX, INC. EQUITY INCENTIVE COMPENSATION PLAN

         WHEREAS,  InforMax,  Inc. (the  "Corporation")  maintains the InforMax,
Inc. Equity Incentive Compensation Plan (the "Plan");

         WHEREAS,  the  Corporation  desires to amend the Plan to  increase  the
number of common shares of beneficial interest of the Corporation  available for
grants under the Plan; and

         WHEREAS,  the Directors of the Corporation and the  shareholders of the
Corporation have approved this amendment.

         NOW, THEREFORE, the Plan is hereby amended as follows:

         The second  sentence of Section 3 is amended in its entirety to read as
follows, effective as of July 11, 1999:

         The number of shares of Non-Voting Stock that may be issued pursuant to
Incentive  Awards under the Plan shall not exceed,  in the aggregate,  2,700,000
shares, which number of shares is subject to adjustment as hereafter provided in
Section 17 below.

                                    * * * * *

         In all respects not amended, the Plan is confirmed and ratified.

         IN WITNESS WHEREOF,  the Corporation has caused this Amendment No. 1 to
be executed  and  delivered by its duly  authorized  officer on this 25th day of
July, 1999.

                                       InforMax, Inc.

                                       By: /s/ Alexander Titomirov
                                           ----------------------------------
                                           Alexander Titomirov
                                           President and Chief Executive Officer

<PAGE>

                                                                       EXHIBIT A

                             AMENDMENT NO. 2 TO THE
               INFORMAX, INC. EQUITY INCENTIVE COMPENSATION PLAN

         WHEREAS,  InforMax,  Inc. (the  "Corporation")  maintains the InforMax,
Inc. Equity Incentive Compensation Plan (the "Plan");

         WHEREAS,  the  Corporation  desires to amend the Plan to  increase  the
number of common shares of beneficial interest of the Corporation  available for
grants under the Plan; and

         WHEREAS,  the Directors of the Corporation and the  shareholders of the
Corporation have approved this amendment.

         NOW, THEREFORE, the Plan is hereby amended as follows:

         The second  sentence of Section 3 is amended in its entirety to read as
follows, effective as of November 8, 1999:

         The number of shares of Non-Voting Stock that may be issued pursuant to
Incentive  Awards under the Plan shall not exceed,  in the aggregate,  3,200,000
shares, which number of shares is subject to adjustment as hereafter provided in
Section 17 below.
                                    * * * * *

         In all respects not amended, the Plan is confirmed and ratified.

         IN WITNESS WHEREOF,  the Corporation has caused this Amendment No. 2 to
be executed  and  delivered by its duly  authorized  officer on this 25th day of
January, 2000.

                                       InforMax, Inc.

                                       By: /s/ Alexander Titomirov
                                           ----------------------------------
                                           Alexander Titomirov
                                           President and Chief Executive Officer