ex10-1




AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT


      This Amendment No. 1 (the “Agreement”) to the Employment Agreement between
Vadim Babenko, residing at 18 Pitt Court Rockville, MD 20850 (“Employee”) and
InforMax, Inc., a Delaware corporation, with its principal offices at 7600
Wisconsin Avenue, Suite 1100, Bethesda, MD 20814 (“InforMax” or the “Company”),
amends the existing Employment Agreement between the parties executed on July
14, 2000 (the “Employment Agreement”), effective as of March 1, 2001 (the “ New
Effective Date”) and sets forth the amended terms and conditions of Employee’s
continued employment by InforMax.


WITNESSETH


      WHEREAS, Employee is presently employed by InforMax; and


      WHEREAS, InforMax and Employee believe that it is their mutual best
interest to amend the Employment Agreement to assure the continued services of
Employee on behalf of InforMax subject to the terms and conditions set forth
herein;


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


1. Amended provisions of Employment Agreement. The Employment Agreement is
hereby amended as of the New Effective Date as indicated below in this Section
1. Except as expressly amended below, the Employment Agreement in the form
originally executed by the parties shall remain binding upon the parties.



		
	 	      (i) Section 1 “Employment” as contained in the Employment Agreement is
hereby deleted in its entirety and replaced
with the amended provision below to
read as follows as of the New Effective Date:
	 
	 	      “1. Employment. Commencing as of the New Effective Date and until
the end of the term of this Agreement, Employee shall be available to
perform and shall perform for the Company such services (as set forth in
the Description of Services attached hereto as Exhibit A) and as the
President of the Company may reasonably designate. InforMax hereby
confirms that from and after the New Effective Date, Employee shall no
longer be subject to InforMax’s Insider Trading Policy, including, but
not limited to, application of the “trading window” provision contained
in Section B(2) thereof (as such securities policy may be amended and/or
replaced, in whole or in part, from time to time by the Company, except
as may be required by applicable law). InforMax and the Employee
acknowledge and agree that the Employee ceased to be an “officer” and an
“executive officer” (as such terms are defined in Rule 16a-1(f) under the
Securities Exchange Act of 1934, as amended and Item 401(b) of Regulation
S-K under the Securities Act of 1933, as amended (the “Securities Act”),
respectively) of InforMax as of the New Effective Date. It is
acknowledged by the Company and Employee that, from and after the New



- i -









		
	 	Effective Date, neither party expects that Employee shall be provided
with material non-public information or access to such information by the
Company in connection with Employee’s ordinary course of providing the
services contemplated by this Agreement.
	 
	 	During the term of this Agreement, Employee shall have physical access to
InforMax facilities located at 7600 Wisconsin Avenue and at 2 Bethesda
place, as needed to carry out his duties, and to the office he currently
occupies in 2 Bethesda Place.”
	 
	 	      (ii) Section 2 “Term of Agreement” as contained in the Employment
Agreement is deleted in its entirety and replaced with the amended
provision below to read as follows as of the New Effective Date:
	





		
	 	      
            “2. Term of Agreement. Subject to Section 4 hereof, the term of
this Agreement shall commence on the New Effective Date and shall
terminate on March 1, 2002.”




		
	 	      (iii) Section 3(a) “Compensation—Base Salary” as contained in the
Employment Agreement is deleted in its entirety and replaced with the
amended provision below to read as follows as of the New Effective Date:
	





		
	 	          
        "(a) Base Salary/ Options. Employee shall be entitled to receive,
and the Company shall be obligated to provide, compensation of $300,000
to Employee during the term of this Agreement. Such payments shall be
made by the Company on a semi-monthly basis in equal amounts. Once the
Company’s aggregate payments to the Employee during the term of this
Agreement have reached $300,000, the Company’s payment obligations with
regard to Employee’s compensation shall cease in all respects. Employee
hereby acknowledges that pursuant to Section 3(c) of Employee’s Stock
Option Agreement dated March 19, 1999, Employee’s right to purchase up to
1,683,450shares of InforMax’s Common Stock thereunder (subject to
adjustment as provided therein), shall terminate three years from
Employee’s effective date of termination. Employee hereby acknowledges
that pursuant to Section 3(c) of Employee’s Stock Option Agreement dated
December 11, 1997, Employee’s right to purchase up to 668,000 shares of
InforMax’s Common Stock thereunder (subject to adjustment as provided
therein), shall terminate three months from Employee’s effective date of
termination. From the New Effective Date, Employee shall not be entitled
to the receipt of any payments or benefits from InforMax other than those
provided for in this Section 3.”




		
	 	      (iv) Section 3(b) “Benefit Plans” as contained in the Employment Agreement
is deleted in its entirety and replaced with the amended provision
below to read as follows as of the New Effective Date:
	





		
	 	      “Employee shall be entitled to participate in such benefits plans of
InforMax now in existence or which may hereafter during the term of this
Agreement become effective and available for employee participation. In
particular, until the expiration of the term of this agreement or its
earlier termination pursuant to the terms hereof, Employee shall be
entitled to group medical insurance for the Employee and his













		
	 	family, continued use of the Company-leased car currently made available
to the Employee, and a Company-paid cell phone which shall be used
according to Company policy"




		
	 	      (v) Section 3(f) “Compensation—Affiliate Status” is hereby added as a new
provision to the Employment Agreement to read as follows as of the
New Effective Date:
	





		
	 	      "(f) Affiliate Status. InforMax hereby confirms that, but for
Employee’s beneficial ownership (as such term is defined in Rule 13d-3
promulgated under the Securities Exchange Act of 1934, as amended) of
shares of InforMax’s Common Stock, par value $.001 per share, as of the
New Effective Date of this Agreement, InforMax would not otherwise deem
Employee to be an “affiliate” of InforMax, as such term is defined in
Rule 144(a)(1) promulgated under the Securities Act. At such time as
Employee provides evidence reasonably satisfactory to InforMax that
indicates that Employee ceases to beneficially own ten percent (10%) or
more of InforMax’s outstanding Common Stock, InforMax hereby agrees that,
upon (i) Employee’s written request and delivery of a representation
letter to InforMax detailing, , Employee’s beneficial ownership, and (ii)
expiration of the ninety (90) day period from the date that Employee does
not beneficially own ten percent (10%) of InforMax’s outstanding Common
Stock contained in Rule 144(k) promulgated under the Securities Act,
InforMax will promptly authorize and direct its transfer agent to remove
any stop-transfer order and other restrictive legend limiting the free
transferability, by virtue of the shares being deemed “restricted
securities” under Rule 144, of Employee’s 83,500 shares represented by
Certificate No. IM2, upon Employee’s surrender of such stock certificate.
Notwithstanding the provisions of this Section 3, Employee agrees to
continue to be bound by the Market Standoff Letter between Employee and
Company dated June 22, 1999 and any other restrictions or agreements to
which the shares are subject.




		
	 	      (v) Section 4 “Termination of Employment” as contained in the Employment
Agreement is deleted in its entirety and replaced with the provision
below to read as follows as of the New Effective Date:
	





		
	 	      “4. Termination of Employment. Subject to the terms and conditions
of this Section 4, Employee’s employment with InforMax may be terminated
prior to the completion of the term detailed in Section 2 of this
Agreement:




		
	 	      (a) This Agreement shall terminate automatically upon the death of
Employee.
	 
	 	      (b) This
Agreement may be terminated by the Company by written notice to
Employee at any time upon a material breach by Employee of any of the
material provisions of this Agreement, after written notice by the
Company and 30 days’ reasonable opportunity by Employee from the date of
such notice to cure such breach.
	



	


	 
	 	      (c) Employee may, at any time and with or without cause, terminate
this Agreement upon written notice to the Company given not less than seven
	













		
	 	(7) days prior to such termination. Such notice shall specify the
effective date of termination for all purposes hereunder and as
contemplated by Section 3 hereof.




		
	 	    
              (d) Upon a
termination contemplated by Sections 4(a) or (b), the
Company’s payment obligations under
Section 3(a) hereto shall cease as of
the date thereof. Upon a termination by the Employee under Section 4(c)
prior
to the end of the term contemplated by Section 2, the Company shall
promptly pay to Employee any net
compensation amount due unto Employee
under Section 3, such that the total compensation paid to Employee
during the term and upon termination shall equal $300,000 in the aggregate.





		
	 	      (vi) Section 5 “Devotion of Time” as contained in the Employment Agreement
is deleted in its entirety and replaced
with the provision below to read as
follows as of the New Effective Date:
	 



		
	 	      “5. Devotion of Time. Except for vacations as provided herein and
absences due to temporary illness or family emergencies, Employee agrees
to devote necessary time during the term of this Agreement to advance the
Company’s interests. Nothing in this Agreement shall be construed to
prevent Employee from concurrently providing services to persons other
than the Company, subject to the limitations set forth in Sections 6, 7
and 8 hereof and provided, however, that such other employment,
engagements and activities (i) do not materially interfere with his
ability to perform the services contemplated hereby, (ii) are not
otherwise injurious to the business or reputation of the Company or any
of its subsidiaries, and (iii) are disclosed in advance to the President
of the Company, or to such other person as the Company may direct.
Employee agrees, however, to notify the Company in writing of any and all
potential or actual conflicts of interest arising as a result of its
services to third parties during the term of this Agreement, and shall
provide the Company with sufficient detail to enable the Company to
evaluate any potential conflicts of interest. In the event that the
Company, in its sole discretion, determines that Employee has a potential
or actual conflict of interest (whether or not Employee has so notified
the Company), the Company, at its sole discretion, may terminate this
Agreement in accordance with the termination provision hereof.”



2. Entire Agreement and Severability. This Agreement, together with Employment
Agreement amended hereby, constitutes the entire agreement between the parties
hereto with respect to the transactions contemplated herein, and it supersedes
all prior oral or written agreements, commitments or understandings with
respect to the matters provided for herein. No amendment, modification or
discharge of this Agreement shall be valid or binding unless set forth in
writing and duly executed and delivered by the party against whom enforcement
of the amendment, modification, or discharge is sought. Invalidity or
unenforceability of any provision of this Agreement shall in no way affect the
validity of enforceability of any other provision.


3. Waiver. No delay or failure on the part of any party hereto in exercising
any right, power or privilege under this Agreement or under any other documents
furnished in connection with or pursuant to this Agreement shall impair any
such right, power or privilege or be construed as a










waiver of any default or any acquiescence therein. No single or partial
exercise of any such right, power or privilege shall preclude the further
exercise of such right, power or privilege, or the exercise of any other right,
power or privilege. No waiver shall be valid against any party hereto unless
made in writing and signed by the party against whom enforcement of such waiver
is sought and then only to the extent expressly specified therein.


4. Notices. All notices, demands, requests, or other communications that may
be or are required to be given, served, or sent by any party to any other party
pursuant to this Agreement shall be in writing and shall be hand delivered,
sent by overnight courier or mailed by first-class, registered or certified
mail, return receipt requested, postage prepaid, or transmitted by telegram,
telecopy or telex, addressed as follows:




	(a)    	If to the Company:







	 	InforMax, Inc.

7600 Wisconsin Avenue

11th Floor

Bethesda, MD 20814

Attn: James E. Bernstein, M.D.







	(b)    	 If to Employee:







	 	Dr. Vadim Babenko

18 Pitt Court

Rockville, MD 20850





5. Counterparts. To facilitate execution, this Agreement may be executed in as
many counterparts as may be required. It shall not be necessary that the
signatures of, or on behalf of, each party, or that the signatures of all
persons required to bind any party, appear on each counterpart; but it shall be
sufficient that the signature of, or on behalf of, each party, or that the
signatures of the persons required to bind any party, appear on one or more of
the counterparts. All counterparts shall collectively constitute a single
agreement. It shall not be necessary in making proof of this Agreement to
produce or account for more than a number of counterparts containing the
respective signatures of, or on behalf of, all of the parties hereto.










      IN WITNESS WHEREOF, the Company and Employee have caused this Agreement to
be executed as of the date set forth below:



	 	 	 
			
INFORMAX, INC.
	 
			
By: /s/ James E. Bernstein, M.D.
			
——————————————————————
	Date: May 1, 2001		
Name:     James E. Bernstein, M.D.

Title:    President
	 
			
EMPLOYEE
	 
			
/s/Dr. Vadim Babenko
			
——————————————————————
	Date: May 1, 2001		
Dr. Vadim Babenko











EXHIBIT A – DESCRIPTION OF SERVICES


Employee shall provide services in the area of bioinformatics and
genomics technology and market opportunity assessment as directed by the President.