<PAGE>

                                                                    Exhibit 10.1

                           ORCHID BIOCOMPUTER, INC.
                           1995 STOCK INCENTIVE PLAN
                           -------------------------


                                   SECTION 1
                                    Purpose
                                    -------

          This Orchid Biocomputer, Inc. 1995 Stock Incentive Plan (the "Plan")
is intended to provide a means whereby Orchid Biocomputer, Inc. (the "Company")
may, through (i) the grant of incentive stock options and nonqualified stock
options (collectively, the "Options") to Employees (as defined in Section 3),
(ii) the grant of nonqualified stock options to Non-Employee Directors and
Consultants (as defined in Section 3), and (iii) the grant of stock subject to
restrictions ("Restricted Stock Awards") to Employees, Non-Employee Directors
and Consultants, attract and retain such individuals and motivate them to
exercise their best efforts on behalf of the Company and of any Related
Corporation (as defined below).

          For purposes of the Plan, a Related Corporation shall mean either a
subsidiary corporation of the Company, as defined in section 424(f) of the
Internal Revenue Code of 1986, as amended (the "Code"), or the parent
corporation of the Company, as defined in section 424(e) of the Code.  Further,
as used in the Plan, (i) the term incentive stock option ("ISO") shall mean an
Option which, at the time such option is granted under the Plan, qualifies as an
ISO within the meaning of section 422 of the Code and is designated as an ISO in
the Option Agreement (as defined in Section 6(c)); and (ii) the term
nonqualified stock option ("NQSO") shall mean an option which, at the time such
option is granted, does not qualify as an ISO, and is designated as an NQSO in
the Option Agreement.


                                   SECTION 2
                                Administration
                                --------------

          (a)  The Plan shall be administered (i) by the Company's Compensation
Committee, which shall consist of not less than three directors of the Company
who shall be appointed by, and shall serve at the pleasure of, the Company's
Board of Directors (the "Board"), or (ii) in the event a Compensation Committee
has not been established, by the entire Board, (the "Committee").  Each member
of the Committee, while serving as such, shall be deemed to be acting in his
capacity as a director of the Company.

          (b)  On and after the date the Company first registers equity
securities under section 12 of the Securities Exchange Act of 1934 (the
"Exchange Act") (the "Registration Date"), the Board shall change the membership
of the Committee, to the extent necessary, and the Committee shall thereafter be
composed, such that the Plan complies with the provisions of Rule 16b-3 under
the Exchange Act or any successor provisions thereto.

          (c)  At such time as the Committee reasonably determines that
remuneration payable pursuant to any Award under the Plan qualifies as
applicable employee remuneration (as defined in section 162(m) of the Code and
regulations thereunder), the Board shall change the
<PAGE>

membership of the Committee, to the extent necessary, and the Committee shall
thereafter be composed, such that each member of the Committee shall be an
outside director (as defined in regulations or rules under section 162 (m) of
the Code).

          (d)  The Committee shall have full authority, subject to the terms of
the Plan, to select the Employees, Non-Employee Directors and Consultants to be
granted Restricted Stock Awards and Options ("Awards") under the Plan, to grant
Awards on behalf of the Company, and to set the date of grant and the other
terms of such Awards; provided, however, that a grant of an Award to a member of
the Committee made pursuant to the terms of the Plan shall be made by (and the
terms of such Award shall be set by) a majority of the members of the Board
excluding such Committee member; and provided further, however, that action by
the Committee when not properly composed as set forth in Section 2(a), (b) or
(c) above shall be null, void and of no effect.

          (e)  The Committee may correct any defect, supply any omission and
reconcile any inconsistency in the Plan and in any Award granted hereunder to
the extent it shall deem desirable.  The Committee also shall have the authority
to establish such rules and regulations, not inconsistent with the provisions of
the Plan, for the proper administration of the Plan, and to amend, modify, or
rescind any such rules and regulations, and to make such determinations, and
interpretations under, or in connection with, the Plan, as it deems necessary or
advisable.  All such rules, regulations, determinations, and interpretations
shall be binding and conclusive upon the Company, its stockholders and all
employees, and upon their respective legal representatives, beneficiaries,
successors, and assigns and upon all other persons claiming under or through any
of them.

          (f)  No member of the Board or the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any Award
granted under it.


                                   SECTION 3
                                  Eligibility
                                  -----------

          The following individuals shall be eligible to receive Awards under
the Plan:

          (a)  Employees.  Officers and other employees (including any directors
               ---------
who are also employees) of the Company and Related Corporations ("Employees")
shall be eligible to receive ISOs, NQSOs and Restricted Stock Awards under the
Plan.

          (b)  Non-Employee Directors and Consultants.  Directors of the Company
               --------------------------------------
who are not officers or employees ("Non-Employee Directors") and independent
consultants or advisors hired by the Company to render bona fide services to the
                                                       ---------
Company or a Related Corporation ("Consultants") shall be eligible to receive
NQSOs and Restricted Stock Awards, but not ISOs, under the Plan.

                                       2
<PAGE>

          More than one Award may be granted to an Employee, Non-Employee
Director or Consultant ("Eligible Individual") under the Plan.  Eligible
Individuals who have been granted an Award under the Plan shall be referred to
as "Grantees."


                                   SECTION 4
                                     Stock
                                     -----

          The number of common shares of the Company, par value $0.00l per share
("Common Shares"), that may be subject to Awards under the Plan shall be
3,500,000 Shares, subject to adjustment as hereinafter provided. Shares issuable
under the Plan may be authorized but unissued shares or reacquired share, and
the Company may purchase shares required for this purpose, from time to time, if
it deems such purchase to be advisable.

          Any Common Shares subject to an Option which expires or otherwise
terminates for any reason whatever (including, without limitation, the Grantee's
surrender thereof) without having been exercised, and any shares of Restricted
Stock which are forfeited, shall continue to be available for the granting of
Awards under the Plan; provided, however, that (i) if an Option is cancelled,
the Common Shares covered by the cancelled Option shall be counted against the
maximum number of shares for which Options may be granted to an Employee, and
(ii) if the Option price is reduced after the date of grant, the transaction
shall be treated as a cancellation of an Option and the grant of a new Option
for purposes of counting the maximum number of shares for which Options may be
granted to an Employee.

                                   SECTION 5
                                 Annual Limit
                                 ------------

          (a)  ISOs. The aggregate Fair Market Value (as defined in Section 6(b)
               ----
(2)) as of the date the ISO is granted of the Common Shares with respect to
which ISOs are exercisable for the first time by an Employee during any calendar
year (under this Plan and any other ISO plan of the Company or a Related
Corporation) shall not exceed $100,000.  To the extent the aggregate Fair Market
Value of the Common Shares for which ISOs are exercisable for the first time by
any Employee during any calendar year exceeds $100,000, such excess ISOs shall
be treated as NQSOs.

          (b)  NQSOs and Restricted Stock Awards.  The annual limits set forth
               ---------------------------------
above for ISOs shall not apply to NQSOs and Restricted Stock Awards.

                                   SECTION 6
                                    Options
                                    -------

          (a)  Granting of Options.  From time to time until the expiration or
               -------------------
earlier suspension or discontinuance of the Plan, the Committee may, on behalf
of the Company, grant to Eligible Individuals under the Plan such Options as it
determines are warranted; provided, however, that grants of ISOs and NQSOs shall
be separate and not in tandem; and further provided that Non-Employee Directors
and Consultants shall not be eligible to receive ISOs.  In making any
determination as to whether an Eligible Individual shall be granted an Option
and as

                                       3
<PAGE>

to the number of shares to be covered by such Option, the Committee shall take
into account the duties of the Eligible Individual, his present and potential
contributions to the success of the Company or a Related Corporation, the tax
implications to the Company and the Eligible Individual of any Options granted,
and such other factors as the Committee shall deem relevant in accomplishing the
purposes of the Plan. Moreover, the Committee may provide in the Option
Agreement that said Option may be exercised only if certain conditions, as
determined by the Committee, are fulfilled.

          (b)  Terms and Conditions of Options. The Options granted to Employees
               -------------------------------
pursuant to the Plan shall expressly specify whether they are ISOs or NQSOs.
The Options granted to Non-Employee Directors and Consultants pursuant to the
Plan shall expressly specify that they are NQSOs.  In addition, the Options
granted pursuant to the Plan shall include expressly or by reference the
following terms and conditions, as well as such other provisions not
inconsistent with the provisions of this Plan and, for ISOs granted under this
Plan, the provisions of section 422(b) of the Code, as the Committee shall deem
desirable:

               (1)  Number of Shares.  The Option shall state the number of
                    ----------------
     shares to which the Option pertains.

               (2)  Price.  The Option shall state the Option exercise price
                    -----
     which shall be determined and fixed by the Committee in its discretion at
     the time of grant but, in the case of an ISO, shall not be less than the
     higher of 100 percent (110 percent in the case of a grant to a more-than10-
     percent stockholder, as discussed in Section 6(b) (8)) of the Fair Market
     Value of the optioned Common Shares, or the par value thereof, on the date
     the ISO is granted and, in the case of an NQSO, shall not be less than the
     higher of 100 percent of the Fair Market Value of the optioned Common
     Shares, or the par value thereof, on the date the NQSO is granted.

          The Fair Market Value of the optioned Common Shares on a given date
means (i) if the Common Shares are listed on a national securities exchange, the
mean between the highest and lowest sale prices reported as having occurred on
the primary exchange with which the Common Shares are listed and traded on the
date prior to such date, or if there is no such sale on that date, then on the
last preceding date on which such sale was reported; (ii) if the Common Shares
are not listed on any national securities exchange but are quoted on the
National Market System of the National Association of Securities Dealers
Automated Quotation System on a last sale basis, the average between the high
bid price and low ask price reported on the date prior to such date, or, if
there is no such sale on that date, then on the last preceding date on which a
sale was reported; or (iii) if the Common Shares are not listed on a national
securities exchange nor quoted on the National Market System of the National
Association of Securities Dealers Automated Quotation System on a last sale
basis, the amount determined by the Committee to be the fair market value based
upon a good faith attempt to value the Common Shares accurately and computed in
accordance with the applicable regulations of the Internal Revenue Service.

                                       4
<PAGE>

               (3)  Term.
                    ----

                    (A)  ISOs.  Subject to earlier termination as provided in
                         ----
          Sections 6(b)(5), (6) and (7) and in Section 8 hereof, the term of
          each ISO shall be not more than 10 years (five years in the case of an
          ISO granted to a more-than-10-percent stockholder, as discussed in
          Section (6) (b) (8)) from the date of grant.

                    (B)  NQSOs.  Subject to earlier termination as provided in
                         -----
          Sections 6(b)(5), (6) and (7) and in Section 8 hereof, the term of
          each NQSO shall be not more than 10 years from the date of grant.

               (4)  Exercise.  Options shall be exercisable in such installments
                    --------
     and on such dates, not less than 6 months after the date of grant as the
     Committee may specify; provided that (i) in the case of new Options granted
     to an Eligible Individual in replacement for options (whether granted under
     the Plan or otherwise) held by the Eligible Individual, the new Options may
     be made exercisable at the earliest date the replaced options were
     exercisable, but not earlier than 3 months after the date of grant of the
     new Options, and (ii) the Committee may accelerate the exercise date of any
     outstanding Options (including, without limitation, the 3 and 6-month
     exercise dates referred to above), in its discretion, if it deems such
     acceleration to be desirable.

          Any Common Shares, the right to the purchase of which has accrued, may
be purchased at any time up to the expiration or termination of the Option.
Exercisable Options may be exercised, in whole or in part, from time to time by
giving written notice of exercise to the Company at its principal office,
specifying the number of Common Shares to be purchased and accompanied by
payment in full of the aggregate Option exercise price for such Shares.  Only
full Shares shall be issued under the Plan, and any fractional Share which might
otherwise be issuable upon exercise of an Option granted hereunder shall be
forfeited.

     The Option price shall be payable --

               (A)  in cash or its equivalent;

               (B)  in the discretion of the Committee, in Common Shares
     previously acquired by the Grantee; provided that (i) if such Common Shares
     were acquired through the exercise of an ISO and are used to pay the Option
     price for ISOs, such shares have been held by the Employee for a period of
     not less than the holding period described in section 422(a) (1) of the
     Code on the date of exercise, or if (ii) such Common Shares were acquired
     through the exercise of an NQSO or the vesting of a Restricted Stock Award
     and are used to pay the Option price of an ISO, or if such Common Shares
     were acquired through the exercise of an ISO, an NQSO or the vesting of a
     Restricted Stock Award and are used to pay the Option price of an NQSO,
     such shares have been held by the Grantee for a period of more than one
     year on the date of exercise;

                                       5
<PAGE>

               (C)  in the discretion of the Committee, in Common Shares newly
     acquired by the Grantee upon exercise of such Option (which shall
     constitute a disqualifying disposition in the case of an Option which is an
     ISO);

               (D)  in the discretion of the Committee, in any combination of
     subparagraphs (A), (B) and (C) above; or

               (E)  in the discretion of the Committee, by delivering a properly
     executed notice of exercise of the Option to the Company and a broker, with
     irrevocable instructions to the broker promptly to deliver to the Company
     the amount of sale or loan proceeds necessary to pay the exercise price of
     the Option.

          In the event the Option price is paid, in whole or in part, with
Common Shares, the portion of the Option price so paid shall be equal to the
Fair Market Value on the date of exercise of the Option of the Common Shares so
surrendered in payment of the Option price.

               (5)  Termination of Employment, Consulting Services or Board
                    -------------------------------------------------------
     Membership.  If a Grantee's employment relationship, consulting
     ----------
     relationship or directorship with the Company (and Related Corporations, as
     the case may be) is terminated by either party prior to the expiration date
     fixed for his Option for any reason other than death, disability or Cause,
     such Option may be exercised, to the extent of the number of Common Shares
     with respect to which the Grantee could have exercised it on the date of
     such termination, or to any greater extent permitted by the Committee, by
     the Grantee at any time prior to the earlier of (i) the expiration date
     specified in such Option, or (ii) that date which is three months after the
     Grantee's termination of employment, consulting relationship or
     directorship, as the case may be.

               (6)  Exercise upon Disability of Grantee.  If a Grantee's
                    -----------------------------------
     employment relationship, consulting relationship or directorship with the
     Company (and Related Corporations, as the case may be) is terminated as a
     consequence of Grantee's becoming disabled (within the meaning of section
     22(e) (3) of the Code) during his employment by the Company (and Related
     Corporations), his provision of consulting services to the Company (and
     Related Corporations), his membership on the Board or during the three
     month period after termination of such relationship with the Company as
     provided for in Section 6(b) (5) above, and prior to the expiration date
     fixed for his Option, such Option may be exercised, to the extent of the
     number of shares with respect to which the Grantee could have exercised it
     on the date of such termination, or to any greater extent permitted by the
     Committee, by the Grantee at any time prior to the earlier of (i) the
     expiration date specified in such Option, or (ii) that date which is six
     months after the Grantee's termination of employment, engagement or
     membership, as the case may be.  In the event of the Grantee's legal
     disability, such Option may be so exercised by the Grantee's legal
     representative.

               (7)  Exercise upon Death of Grantee.  If a Grantee's employment
                    ------------------------------
     relationship, consulting relationship or directorship with the Company (and
     Related Corporations, as the case may be) is terminated as a consequence of
     Grantee's death

                                       6
<PAGE>

     during his employment by the Company (and Related Corporations), his
     provision of consulting services to the Company (and Related Corporations),
     his membership on the Board or during the three or six month period after
     termination of such relationship with the Company as provided for in
     Section 6(b) (5) or (6) above, and prior to the expiration date fixed for
     his Option, such Option may be exercised, to the extent of the number of
     Common Shares with respect to which the Grantee could have exercised it on
     the date of his death, or to any greater extent permitted by the Committee,
     by the Grantee's estate, personal representative or beneficiary who
     acquired the right to exercise such Option by bequest or inheritance or by
     reason of the death of the Grantee. Such post-death exercise may occur at
     any time prior to the earlier of (i) the expiration date specified in such
     Option or (ii) that date which is one year after the Grantee's date of
     death.

               (8)  Ten Percent Stockholder.  If the Employee owns more than 10
                    -----------------------
     percent of the total combined voting power of all shares of stock of the
     Company or of a Related Corporation at the time an ISO is granted to him,
     the Option price for the ISO shall be not less than 110 percent of the Fair
     Market Value of the optioned Common Shares on the date the ISO is granted,
     and such ISO, by its terms, shall not be exercisable after the expiration
     of five years from the date the ISO is granted.  The conditions set forth
     in this paragraph shall not apply to NQSOs.

               (9)  Expiration upon Termination for Cause.  If a Grantee's
                    -------------------------------------
     employment relationship, consulting relationship or directorship with the
     Company (or any Related Corporation, as the case may be) is terminated by
     the Company (or any Related Corporation, as the case may be) for Cause, all
     of his unexercised Options shall immediately expire and any and all rights
     thereunder shall be forfeited. The Company (or any Related Corporation, as
     the case may be) shall have Cause to terminate a Grantee's employment or
     consulting relationship with the Company (or any Related Corporation, as
     the case may be) if the Company (or any Related Corporation, as the case
     may be) has Cause pursuant to any existing employment, consulting or any
     other agreement between the Grantee and the Company (or any Related
     Corporation, as the case may be), or, in the absence of such an employment,
     consulting or any other agreement, upon (i) the determination by the
     Committee that Grantee has ceased to perform his duties to the Company (or
     any Related Corporation, as the case may be) (other than as a result of his
     incapacity due to physical or mental injury), which failure amounts to an
     intentional and extended neglect of his duties to such party, (ii) the
     Committee's determination that the Grantee has engaged or is about to
     engage in conduct materially injurious to the Company (or any Related
     Corporation, as the case may be) or (iii) the Grantee having been convicted
     of a felony.

                                       7
<PAGE>

          (c)  Option Agreements.  Options granted under the Plan shall be
               -----------------
evidenced by written documents ("Option Agreements") in such form as the
Committee shall from time to time approve, and containing such provisions not
inconsistent with the provisions of the Plan (and, for ISOs, not inconsistent
with section 422 of the Code), as the Committee shall deem advisable. The Option
Agreements shall specify whether the Option is an ISO or NQSO. Each Grantee
shall enter into, and be bound by, such an Option Agreement, as soon as
practicable after the grant of an Option.

                                   SECTION 7
                            Restricted Stock Awards
                            -----------------------

          From time to time until the expiration or earlier termination of the
Plan, the Committee may, on behalf of the Company, make such Restricted Stock
Awards under the Plan to Eligible Individuals as it determines are warranted.
Restricted Stock Awards shall be subject to the following terms and conditions,
as well as such other terms and conditions as the Committee may prescribe:

          (a)  Vesting Period; Conditions.  At the time of granting a Restricted
               --------------------------
Stock Award, the Committee may establish one or more vesting periods ("Vesting
Periods") with respect to the Common Shares covered by the Award; provided that
no more than 20% of the Common Shares covered by an Award or Awards to a Grantee
may have an initial stated Vesting Period of less than six months. The length of
any such Vesting Period(s) applicable to a Restricted Stock Award shall be
within the discretion of the Committee. At the time of grant, the Committee also
may establish such additional conditions to the payment of a Restricted Stock
Award ("Conditions") as it may deem advisable in its sole discretion, such as
the achievement of corporate or individual goals. Subject to the provisions of
this Section 7 and any other Conditions prescribed by the Committee, shares
subject to a Restricted Stock Award shall vest in the Grantee upon the
expiration of the Vesting Period with respect to such shares. Notwithstanding
any provision herein to the contrary, the Committee may accelerate the vesting
date of any uninvested shares subject to a Restricted Stock Award in its
discretion, if it deems such acceleration of vesting to be desirable.

          (b)  Issuance and Delivery of Certificates.  Upon the granting of a
               -------------------------------------
Restricted Stock Award, (i) the Company may, if so determined by the Committee
at the time of the grant, issue certificates in the name of the Grantee
representing the Common Shares subject to the Restricted Stock Award which are
subject to Vesting Periods and/or Conditions, and (ii) the Company shall issue
certificates in the name of the Grantee representing the Common Shares subject
to the Award which are not subject to Vesting Periods or Conditions. Any such
shares subject to Vesting Periods and/or Conditions shall bear a legend
indicating that they are subject to the terms of the Plan and the Restricted
Stock Award Agreement (as defined in Section 7(f)) and that they may not be
sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of
except in accordance with the terms of the Plan and the Restricted Stock Award
Agreement. Upon issuance of such legended certificates, the Grantee shall
immediately execute a stock power or other instrument of transfer, appropriately
endorsed in blank, to be held by the Company pursuant to the terms of the Plan
and the Restricted Stock Award Agreement. Only full shares

                                       8
<PAGE>

shall be issued, and any fractional shares which might otherwise be issuable
pursuant to a Restricted Stock Award shall be forfeited.

          (c)  Rights as a Shareholder.  If the Company issues certificates
               -----------------------
representing the shares subject to a Restricted Stock Award prior to the
expiration of the Vesting Period for the shares subject to such Award or prior
to the satisfaction of the Conditions, if any, pertaining to such Award, the
Grantee shall be entitled to receive dividends paid on such shares, shall have
the right to vote such shares, and shall have all other shareholder's rights
with respect to such shares, except that (i) the Grantee will not be entitled to
delivery of the stock certificate, (ii) the Company will retain custody of the
Common Shares, and (iii) the shares subject to the Restricted Stock Award will
revert to the Company to the extent all Vesting Periods and Conditions
applicable to such Award are not satisfied.

          (d)  Termination of Employment, Consulting Services or Board
               -------------------------------------------------------
Membership.  At the time of granting a Restricted Stock Award, the Committee
----------
shall specify in the Restricted Stock Award Agreement, the manner of determining
the number, if any, of unvested shares subject to the Award which shall become
vested in the Grantee, or in his beneficiary or estate, if employment by the
Company and Related Corporations (where the Grantee is an Employee), engagement
by the Company and Related Corporations (where the Grantee is a Consultant), or
Board membership (where the Grantee is a Non-Employee Director) is terminated
prior to the later of the expiration of the Vesting Period or the satisfaction
of all of the Conditions with respect to such shares.  Any Restricted Stock
Award Agreement may provide different vesting provisions upon a Grantee's
termination due to death or disability.  Any remaining shares covered by the
Grantee's Restricted Stock Award not vested pursuant to the terms of the
Restricted Stock Award Agreement shall immediately be forfeited upon termination
of employment, consulting arrangement or Board membership, as applicable, except
that the Committee, if it determines that the circumstances warrant, may direct
that all or a portion of such remaining unvested shares also be vested in the
Grantee, or in his beneficiary or estate, subject to such further terms and
conditions, if any, as the Committee may determine.

          (e)  Payment for Restricted Stock. The Committee may, on behalf of the
               ----------------------------
Company, grant Restricted Stock Awards under which the Grantee shall not be
required to make any payment for the Common Shares upon satisfaction of
applicable Vesting Periods and Conditions or, in the alternative, under which
the Grantee, as a condition to the Restricted Stock Award, shall pay all (or any
lesser amount than all) of the Fair Market Value of the Common Shares,
determined as of the date the Restricted Stock Award is made.  If the latter,
such purchase price shall be paid as provided in the Restricted Stock Award
Agreement.

          (f)  Restricted Stock Award Agreement.  Restricted Stock Awards under
               --------------------------------
the Plan shall be evidenced by written documents ("Restricted Stock Award
Agreements") in such form as the Committee shall, from time to time, approve,
which Restricted Stock Award Agreements shall contain such provisions, not
inconsistent with the provisions of the Plan, as the Committee shall deem
advisable.  Each Grantee shall enter into, and be bound by the terms of, the
Restricted Stock Award Agreement.

                                       9
<PAGE>

                                   SECTION 8
                              Capital Adjustments
                              -------------------

          The number of shares which may be issued under the Plan, the maximum
number of shares with respect to which Options may be granted to any Employee
under the Plan, both as stated in Section 4 hereof, the number of shares
issuable upon exercise of outstanding Options under the Plan (as well as the
Option price per share under such outstanding Options), and the number of Shares
issuable upon the vesting of outstanding Restricted Stock Awards (as well as the
purchase price, if any, for such Shares) shall, subject to the provisions of
section 424(a) of the Code, be adjusted, as may be deemed appropriate by the
Committee, to reflect any stock dividend, stock split, share combination, or
similar change in the capitalization of the Company.

          In the event of a corporate transaction (as that term is described in
section 424(a) of the Code and the Treasury Regulations issued thereunder as,
for example, a merger, consolidation, acquisition of property or stock,
separation, reorganization, or liquidation), each outstanding Award shall be
assumed by the surviving or successor corporation; provided, however, that, in
the event of a proposed corporate transaction, the Committee may terminate all
or a portion of the outstanding Options if it determines that such termination
is in the best interests of the Company. If the Committee decides to terminate
outstanding Options, the Committee shall give each Employee holding an Option to
be terminated not less than seven days' notice prior to any such termination by
reason of such a corporate transaction, and any such Option which is to be so
terminated may be exercised (if and only to the extent that it is then
exercisable) up to, and including the date immediately preceding such
termination. Further, as provided in Section 6(b) (4) and Section 7(a) hereof
the Committee, in its discretion, may accelerate, in whole or in part, the date
on which any or all Options become exercisable, and the vesting date of unvested
shares subject to a Restricted Stock Award, respectively.

          The Committee also may, in its discretion, change the terms of any
outstanding Award to reflect any such corporate transaction, provided that, in
the case of ISOs, such change is excluded from the definition of a
"modification" under section 424(h) of the Code.


                                   SECTION 9
                               Change in Control
                               -----------------

          Unless otherwise determined by the Committee before or after the
granting of an Option or Award, but before the occurrence of a Change in Control
of the Company, all Options may, in the discretion of the Committee, become
fully vested and exercisable, and all Vesting Periods and Conditions for
Restricted Stock Awards may be deemed to have been satisfied, upon a Change in
Control of the Company.  "Change in Control" shall mean the point in time when
(i) any person (as such term is used in section 13 of the Exchange Act and the
rules and regulations thereunder and including any Affiliate or Associate of
such person, as defined in Rule 12b-2 under the Exchange Act, and any person
acting in concert with such person) directly or indirectly acquires or otherwise
becomes entitled to vote more than 50 percent of the voting power entitled to be
cast at elections for directors of the Company, (ii) during any period of two
consecutive

                                      10
<PAGE>

years after the Registration Date, individuals who constitute the Board at the
beginning of such period cease for any reason to constitute at least a majority
thereof, unless the election or nomination for the election by the Company's
shareholders of each new director was approved by a vote of at least three-
quarters of the directors then still in office who were directors at the
beginning of the period or (iii) the Company undergoes a liquidation or
dissolution or a sale of all or substantially all of the assets of the Company.
Neither the initial offering of Common Shares to the public through an effective
registration statement nor any merger, consolidation or corporate reorganization
in which the owners of the combined voting power of the Company's then
outstanding voting securities entitled to vote generally prior to said
combination own 50% or more of the resulting entities' outstanding voting
securities shall, by itself, be considered a Change in Control.


                                  SECTION 10
                    Amendment or Discontinuance of the Plan
                    ---------------------------------------

          At any time and from time to time, the Board may suspend or terminate
the Plan or amend it, and the Committee may amend any outstanding Awards, in any
respect whatsoever, except that the following amendments shall require the
approval of shareholders (given in the manner set forth in Section 12):

               (a)  With respect to ISOs, any amendment which would:

                    (1)  Change the class of employees eligible to participate
               in the Plan;

                    (2)  Except as permitted under Section 8 hereof, increase
               the maximum number of Common Shares with respect to which ISOs
               may be granted under the Plan; or

                    (3)  Extend the duration of the Plan under Section 11 hereof
               with respect to any ISOs granted hereunder.

               (b)  On and after the Registration Date, any amendment which
would:

                    (1)  Materially increase the benefits accruing to directors
               and officers, within the meaning of Rule 16a-l(f) under the
               Exchange Act (hereinafter referred to as "Officers"), under the
               Plan;

                    (2)  Materially increase the number of Common Shares which
               may be issued to directors and Officers under the Plan; or

                    (3)  Materially modify the requirements as to eligibility
               for directors and Officers to participate in the Plan.

                                      11
<PAGE>

               (c)  On and after such date as the Committee reasonably
          determines that remuneration payable pursuant to any Award under the
          Plan qualifies as applicable employee remuneration (as defined in
          section 162 (m) of the Code), any amendment which would require
          shareholder approval pursuant to section 162(m) of the Code and rules
          and regulations issued thereunder.

          Notwithstanding the foregoing, no such suspension, discontinuance or
amendment shall materially impair the rights of any holder of an outstanding
Award without the consent of such holder.

                                  SECTION 11
                              Termination of Plan
                              -------------------

          Unless earlier terminated as provided in the Plan, the Plan and all
authority granted hereunder shall terminate absolutely at 12:00 midnight on
November 28, 2005, which date is within 10 years after the date the Plan was
adopted by the Board, and no Awards hereunder shall be granted thereafter.
Nothing contained in this Section 11, however, shall terminate or affect the
continued existence of rights created under Awards issued hereunder and
outstanding on November 28, 2005 which by their terms extend beyond such date.

                                  SECTION 12
                             Shareholder Approval
                             --------------------

          This Plan shall become effective on November 29, 1995 (the date the
Plan was adopted by the Board); provided, however, that if the Plan is not
approved (i) by the written consent of the holders of at least a majority of the
shares of the Company entitled to vote, or (ii) by the affirmative vote of the
holders of at least a majority of the shares present, or represented, and
entitled to vote at a duly held meeting of the shareholders of the Company,
within 12 months after said date, the Plan and all Awards granted hereunder
shall be null and void and no additional Awards shall be granted hereunder.

                                  SECTION 13
                                 Miscellaneous
                                 -------------

          (a)  Governing Law. The Plan, and the Option Agreements and Restricted
               -------------
Stock Award Agreements (collectively the "Award Agreements") entered into, and
the Awards granted thereunder, shall be governed by the Code provisions to the
extent applicable.  Otherwise, the operation of, and the rights of Eligible
Individuals under, the Plan, the Award Agreements, and the Awards shall be
governed by applicable federal law and otherwise by the laws of the State of New
York.

          (b)  Rights.  Neither the adoption of the Plan nor any action of the
               ------
Board or the Committee shall be deemed to give any individual any right to be
granted an Award, or any other right hereunder, unless and until the Committee
shall have granted such individual an Award, and then his rights shall be only
such as are provided by the Plan and the Award Agreement.

                                      12
<PAGE>

          Any Option under the Plan shall not entitle the holder thereof to any
rights as a shareholder of the Company prior to the exercise of such Option and
the issuance of the shares pursuant thereto.  Further, notwithstanding any
provisions of the Plan or any Award Agreement with a Grantee, but subject to any
employment agreement or consulting agreement, the Company shall have the right,
in its discretion, to retire an Employee at any time pursuant to its retirement
rules or otherwise to terminate his employment or a Consultant's consulting
services at any time for any reason whatsoever.

          (c)  No Obligation to Exercise Option. The granting of an Option shall
               --------------------------------
impose no obligation upon a Grantee to exercise such Option.

          (d)  Non-Transferability.  Except as otherwise provided in any Award
               -------------------
Agreement, no Award shall be assignable or transferable by the Grantee otherwise
than by will or by the laws of descent and distribution, and during the lifetime
of the Grantee, any Options shall be exercisable only by him or by his guardian
or legal representative.  If a Grantee is married at the time of exercise of an
Option and if the Grantee so requests at the time of exercise, the certificate
or certificates issued shall be registered in the name of the Grantee and the
Grantee's spouse, jointly, with right of survivorship.

          (e)  Listing and Registration of Shares.  Each Award shall be subject
               ----------------------------------
to the requirement that, if at any time the Committee shall determine, in its
discretion, that the listing, registration, or qualification of the Common
Shares covered thereby upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the granting of
such Award or the purchase or vesting of Common Shares thereunder, or that
action by the Company or by the Grantee should be taken in order to obtain an
exemption from any such requirement, no such Option may be exercised, in whole
or in part, and no Common Shares shall be received pursuant to a Restricted
Stock Award, unless and until such listing, registration, qualification,
consent, approval, or action shall have been effected, obtained, or taken under
conditions acceptable to the Committee.  Without limiting the generality of the
foregoing, each Grantee or his legal representative or beneficiary may also be
required to give satisfactory assurance that shares purchased upon exercise of
an Option or received pursuant to a Restricted Stock Award are being purchased
for investment and not with a view to distribution, and certificates
representing such shares may be legended accordingly.

          (f)  Withholding and Use of Shares to Satisfy Tax Obligations.  The
               --------------------------------------------------------
obligation of the Company to deliver Common Shares pursuant to any Award (or
cash in lieu thereof) shall be subject to any applicable federal, state or local
tax withholding requirements.

          In connection with an Award in the form of Common Shares subject to
the withholding requirements of applicable federal tax law, the Committee, in
its discretion (and subject to any withholding rules adopted by the Committee),
may permit the Employee to satisfy the minimum required federal, state and local
withholding tax, in whole or in part, by electing to have the Company withhold
Common Shares subject to the exercise (or by returning previously acquired
Common Shares to the Company). Common Shares shall be

                                      13
<PAGE>

valued, for purposes of this paragraph, at their Fair Market Value on the date
the amount attributable to the Restricted Stock Award, or the exercise of the
Option, is includable in income by the Grantee under section 83 of the Code (the
"Determination Date").

          If Common Shares acquired by the exercise of an ISO are used to
satisfy the withholding requirement described above, such Common Shares must
have been held by the Employee for a period of not less than the holding period
described in section 422(a) (1) of the Code as of the Determination Date.  If
Common Shares acquired by the exercise of an NQSO or of an option under a
similar plan are used to satisfy such withholding requirement with regard to an
Officer or a director of the Company, such option must have been granted to the
Officer or director at least 6 months prior to the Determination Date.

          The Committee shall adopt such withholding rules as it deems necessary
to carry out the provisions of this paragraph.

          (g)  Indemnification of Board and Committee.  Without limiting any
               --------------------------------------
other rights of indemnification which they may have from the Company and any
Related Corporation, the members of the Board and the members of the Committee
shall be indemnified by the Company against all costs and expenses reasonably
incurred by them in connection with any claim, action, suit, or proceeding to
which they or any of them may be a party by reason of any action taken or
failure to act under, or in connection with, the Plan, or any Award granted
thereunder, and against all amounts paid by them in settlement thereof (provided
such settlement is approved by legal counsel selected by the Company) or paid by
them in satisfaction of a judgment in any such action, suit, or proceeding,
except a judgment based upon a finding of willful misconduct or recklessness on
their part.  Upon the making or institution of any such claim, action, suit, or
proceeding, the Board or Committee member shall notify the Company in writing,
giving the Company an opportunity, at its own expense, to handle and defend the
same before such Board or Committee member undertakes to handle it on his own
behalf.

          (h)  Application of Funds.  The proceeds received by the Company from
               --------------------
the sale of Common Shares pursuant to Awards granted under the Plan shall be
used for general corporate purposes.  Any cash received in payment for shares
upon exercise of an Option to purchase Common Shares or vesting of a Restricted
Stock Award shall be added to the general funds of the Company and shall be used
for its corporate purposes.  Any Common Shares received in payment for shares
upon exercise of an Option or vesting of a Restricted Stock Award shall become
treasury stock.

                                      14
<PAGE>

ISO-000                                                                   Shares

                            ORCHID BIOCOMPUTER, INC.
                            1995 Stock Incentive Plan
                       Incentive Stock Option Certificate

         Orchid Biocomputer, Inc. (the "Company"), a Delaware corporation,
hereby grants to the person named below an option to purchase shares of Common
Stock, $0.001 par value, of the Company (the "Option") under and subject to the
Company's 1995 Stock Incentive Plan (the "Plan") exercisable on the following
terms and conditions and those set forth on the reverse side of this
certificate:

Name of Optionholder:
Address:

Number of Shares:
Exercise Price per Share:
Date of Grant:

Vesting Schedule:         The shares subject to this option certificate shall
                          vest monthly on the last day of each month in forty-
                          eight (48) equal installments of 2.083% per month over
                          a period of four (4) years from the effective date of
                          this certificate, with the first such vesting to occur
                          on _______________________.

Expiration Date:

         This Option is intended to be treated as an Incentive Stock Option
under section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

         By acceptance of this Option, the Optionholder agrees to the terms and
conditions hereof.


                                 ORCHID BIOCOMPUTER, INC.


                                 By:
                                    ---------------------------------------



                                       15
<PAGE>

               ORCHID BIOCOMPUTER, INC. 1995 STOCK INCENTIVE PLAN

                   INCENTIVE STOCK OPTION TERMS AND CONDITIONS
                   -------------------------------------------


         1. Plan Incorporated by Reference. This Option is issued pursuant to
            ------------------------------
the terms of the Plan and may be amended as provided in the Plan. Capitalized
terms used and not otherwise defined in this certificate have the meanings given
to them in the Plan. This certificate does not set forth all of the terms and
conditions of the Plan, which are incorporated herein by reference. The
Committee administers the Plan, and its determinations regarding the operation
of the Plan are final and binding. Copies of the Plan may be obtained upon
written request without charge from the Human Resources Department of the
Company.

         2. Option Price. The price to be paid for each share of Common Stock
            ------------
issued upon exercise of the whole or any part of this Option is the Option Price
set forth on the face of this certificate.

         3. Exercisability Schedule. This Option may be exercised at any time
            -----------------------
and from time to time for the number of shares and in accordance with the
Schedule set forth on the face of this certificate, but only for the purchase of
whole shares. This Option may not be exercised as to any shares after the
Expiration Date.

         4. Method of Exercise. To exercise this Option, the Optionholder shall
            ------------------
deliver written notice of exercise to the Company specifying the number of
shares with respect to which the Option is being exercised accompanied by
payment of the Option Price for such shares in cash, by certified check or in
such other form, including shares of Common Stock of the Company valued at their
fair market value on the date of delivery, as the Committee may approve.
Promptly following such notice, the Company will deliver to the Optionholder a
certificate representing the number of shares with respect to which the Option
is being exercised. In connection with any purchase of shares pursuant to an
exercise of this option, the Optionholder shall exercise a Stock Restriction
Agreement in form and substance reasonably acceptable to the Company.

         5. Rights as a Stockholder or Employee. The Optionholder shall not have
            -----------------------------------
any rights in respect of shares as to which the Option shall not have been
exercised and payment made as provided above. The Optionholder shall not have
any rights to continued employment by the Company or its Affiliates by virtue of
the grant of this Option.

         6. Recapitalization, Mergers, Etc. As provided in the Plan, in the
            ------------------------------
event of corporate transactions affecting the Company's outstanding Common
Stock, the Committee shall equitably adjust the number and kind of shares
subject to this Option and the exercise price hereunder or make provision for a
cash payment. If such transaction involves a consolidation or merger of the
Company with another equity, the sale or exchange of all or substantially all of
the assets of the Company or a reorganization or liquidation of the Company,
then in lieu of the foregoing, the Committee may upon written notice to the
Optionholder provide that this Option shall terminate on a date not less than 20
days after the date of such notice unless theretofore exercised. In connection
with such notice, the Committee may in its discretion accelerate or waive any
deferred exercise period.

         7. Option Not Transferable. This Option is not transferable by the
            -----------------------
Optionholder otherwise than by will or the laws of descent and distribution, and
is exercisable, during the Optionholder's lifetime, only by the Optionholder.
The naming of a Designated Beneficiary does not constitute a transfer.

         8. Exercise of Option After Termination of Employment. If the
            --------------------------------------------------
Optionholder's employment with (a) the Company, (b) an Affiliate, or (c) a
corporation (or parent or subsidiary corporation of such corporation) issuing or
assuming a stock option in a transaction to which section 424(a) of the Code
applies, is terminated for any reason other than by disability (within the
meaning of section 22(e)(3) of the Code) or death, the Optionholder may exercise
the rights which were available to the Optionholder at the time of such
termination only within three months from the date of termination. If
Optionholder's employment is terminated as a result of disability, such rights
may be exercised within twelve months from the date of termination. Upon the
death of the Optionholder, his or her Designated Beneficiary shall have the
right, at any time within twelve months after the date of death, to exercise in
whole or in part any rights that were available to the Optionholder at the time
of death. Notwithstanding the foregoing, no rights under this Option may be
exercised after the Expiration Date.

         9. Compliance with Securities Laws. It shall be a condition to the
            -------------------------------
Optionholder's right to purchase shares of Common Stock hereunder that the
Company may, in its discretion, require (a) that the shares of Common Stock
reserved for issue upon the exercise of this Option shall have been duly listed,
upon official notice of issuance, upon any national securities exchange or
automated quotation system on which the Company's Common Stock may then be
listed or quoted, (b) that either (i) a registration statement under the
Securities Act of 1933, as amended (the "Act") with respect to the shares shall
be in effect, or (ii) in the option of counsel for the Company, the proposed
purchase shall be exempt from registration under that Act and the Optionholder
shall have made such undertakings and agreements with the Company as the Company
may reasonably require, and (c) that such other steps, if any, as counsel for
the company shall consider necessary to comply with any law applicable to the
issue of such shares by the Company shall have been taken by the Company or the
Optionholder, or both. The certificates representing the shares purchased under
this Option may contain such legends as counsel for the Company shall consider
necessary to comply with any applicable law.

         10. Payment of Taxes. The Optionholder shall pay to the Company, or
             ----------------
make provision satisfactory to the Company for payment of, any taxes required by
law to be withheld with respect to the exercise of this Option. The Committee
may, in its discretion, require any other Federal or state taxes imposed on the
sale of the shares to be paid by the Optionholder. In the Committee's
discretion, such tax obligations may be paid in whole or in part in shares of
Common Stock, including shares retained from the exercise of this Option, valued
at their fair market value on the date of delivery. The Company and its
Affiliates may, to the extent permitted by law, deduct any such tax obligations
from any payment of any kind otherwise due to the Optionholder.

         11. Notice of Sale of Shares Required. The Optionholder agrees to
             ---------------------------------
notify the Company in writing within 30 days of the disposition of any shares
purchased upon exercise of this Option if such disposition occurs within two
years of the date of the grant of this Option or within one year after such
purchase.


                                       16
<PAGE>

NSO-000                                                                   Shares

                            ORCHID BIOCOMPUTER, INC.
                            1995 Stock Incentive Plan
                     Non-Statutory Stock Option Certificate


         Orchid Biocomputer, Inc. (the "Company"), a Delaware corporation,
hereby grants to the person named below an option to purchase shares of Common
Stock, $0.001 par value, of the Company (the "Option") under and subject to the
Company's 1995 Stock Incentive Plan (the "Plan") exercisable on the following
terms and conditions and those set forth on the reverse side of this
certificate:

Name of Optionholder:
Address:

Number of Shares:
Exercise Price per Share:
Date of Grant:

Vesting Schedule:     The shares subject to this option certificate shall vest
                      monthly on the last day of each month in (_) equal
                      installments of ____ per month over a period of ____
                      (_) years from the effective date of this certificate,
                      with the first such vesting to occur on _________________.

Expiration Date:

         By acceptance of this Option, the Optionholder agrees to the terms and
conditions hereof.

                                     ORCHID BIOCOMPUTER, INC.


                                     By:
                                        ---------------------------------------



                                       17
<PAGE>

               ORCHID BIOCOMPUTER, INC. 1995 STOCK INCENTIVE PLAN

                 NON-STATUTORY STOCK OPTION TERMS AND CONDITIONS
                 -----------------------------------------------


         1. Plan Incorporated by Reference. This Option is issued pursuant to
            ------------------------------
the terms of the Plan and may be amended as provided in the Plan. Capitalized
terms used and not otherwise defined in this certificate have the meanings given
to them in the Plan. This certificate does not set forth all of the terms and
conditions of the Plan, which are incorporated herein by reference. The
Committee administers the Plan, and its determinations regarding the operation
of the Plan are final and binding. Copies of the Plan may be obtained upon
written request without charge from the Human Resources Department of the
Company.

         2. Option Price. The price to be paid for each share of Common Stock
            ------------
issued upon exercise of the whole or any part of this Option is the Option Price
set forth on the face of this certificate.

         3. Exercisability Schedule. This Option may be exercised at any time
            -----------------------
and from time to time for the number of shares and in accordance with the
Schedule set forth on the face of this certificate, but only for the purchase of
whole shares. This Option may not be exercised as to any shares after the
Expiration Date.

         4. Method of Exercise. To exercise this Option, the Optionholder shall
            ------------------
deliver written notice of exercise to the Company specifying the number of
shares with respect to which the Option is being exercised accompanied by
payment of the Option Price for such shares in cash, by certified check or in
such other form, including shares of Common Stock of the Company valued at their
fair market value on the date of delivery, as the Committee may approve.
Promptly following such notice, the Company will deliver to the Optionholder a
certificate representing the number of shares with respect to which the Option
is being exercised. In connection with any purchase of shares pursuant to an
exercise of this option, the Optionholder shall exercise a Stock Restriction
Agreement in form and substance reasonably acceptable to the Company.

         5. Rights as a Stockholder or Employee. The Optionholder shall not have
            -----------------------------------
any rights in respect of shares as to which the Option shall not have been
exercised and payment made as provided above. The Optionholder shall not have
any rights to continued employment by the Company or its Affiliates by virtue of
the grant of this Option.

         6. Recapitalization, Mergers, Etc. As provided in the Plan, in the
            ------------------------------
event of corporate transactions affecting the Company's outstanding Common
Stock, the Committee shall equitably adjust the number and kind of shares
subject to this Option and the exercise price hereunder or make provision for a
cash payment. If such transaction involves a consolidation or merger of the
Company with another equity, the sale or exchange of all or substantially all of
the assets of the Company or a reorganization or liquidation of the Company,
then in lieu of the foregoing, the Committee may upon written notice to the
Optionholder provide that this Option shall terminate on a date not less than 20
days after the date of such notice unless theretofore exercised. In connection
with such notice, the Committee may in its discretion accelerate or waive any
deferred exercise period.

         7. Option Not Transferable. This Option is not transferable by the
            -----------------------
Optionholder otherwise than by will or the laws of descent and distribution, and
is exercisable, during the Optionholder's lifetime, only by the Optionholder.
The naming of a Designated Beneficiary does not constitute a transfer.

         8. Exercise of Option After Termination of Employment. If the
            --------------------------------------------------
Optionholder's status as an employee, consultant or director of (a) the Company,
(b) an Affiliate, or (c) a corporation (or parent or subsidiary corporation of
such corporation) issuing or assuming a stock option in a transaction to which
section 424(a) of the Code applies, is terminated for any reason other than by
disability (within the meaning of section 22(e)(3) of the Code) or death, the
Optionholder may exercise the rights which were available to the Optionholder at
the time of such termination only within three months from the date of
termination. If such status is terminated as a result of disability, such rights
may be exercised within twelve months from the date of termination. Upon the
death of the Optionholder, his or her Designated Beneficiary shall have the
right, at any time within twelve months after the date of death, to exercise in
whole or in part any rights that were available to the Optionholder at the time
of death. Notwithstanding the foregoing, no rights under this Option may be
exercised after the Expiration Date.

         9. Compliance with Securities Laws. It shall be a condition to the
            -------------------------------
Optionholder's right to purchase shares of Common Stock hereunder that the
Company may, in its discretion, require (a) that the shares of Common Stock
reserved for issue upon the exercise of this Option shall have been duly listed,
upon official notice of issuance, upon any national securities exchange or
automated quotation system on which the Company's Common Stock may then be
listed or quoted, (b) that either (i) a registration statement under the
Securities Act of 1933, as amended (the "Act") with respect to the shares shall
be in effect, or (ii) in the option of counsel for the Company, the proposed
purchase shall be exempt from registration under that Act and the Optionholder
shall have made such undertakings and agreements with the Company as the Company
may reasonably require, and (c) that such other steps, if any, as counsel for
the company shall consider necessary to comply with any law applicable to the
issue of such shares by the Company shall have been taken by the Company or the
Optionholder, or both. The certificates representing the shares purchased under
this Option may contain such legends as counsel for the Company shall consider
necessary to comply with any applicable law.

         10. Payment of Taxes. The Optionholder shall pay to the Company, or
             ----------------
make provision satisfactory to the Company for payment of, any taxes required by
law to be withheld with respect to the exercise of this Option. The Committee
may, in its discretion, require any other Federal or state taxes imposed on the
sale of the shares to be paid by the Optionholder. In the Committee's
discretion, such tax obligations may be paid in whole or in part in shares of
Common Stock, including shares retained from the exercise of this Option, valued
at their fair market value on the date of delivery. The Company and its
Affiliates may, to the extent permitted by law, deduct any such tax obligations
from any payment of any kind otherwise due to the Optionholder.

         11. Notice of Sale of Shares Required. The Optionholder agrees to
             ---------------------------------
notify the Company in writing within 30 days of the disposition of any shares
purchased upon exercise of this Option if such disposition occurs within two
years of the date of the grant of this Option or within one year after such
purchase.


                                       18