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Exhibit 10.4

LINCOLN
AMENDMENT NO. 1 TO
EXECUTIVE EMPLOYMENT AGREEMENT

THIS

AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT(the Agreement)
is made effective for all purposes and in all respects as of the 3rd day of
October, 2002, by and between InforMax, Inc. (Employer) and Stephen Lincoln
(Executive).

WHEREAS,

Employer and Executive entered into an Employment Agreement dated
as of October 18, 2000 (the Employment Agreement); and

WHEREAS,

Employer and Executive desire to modify the terms of the
Executives post-employment obligations;

WHEREAS,

Employer and Executive desire to set forth in writing the terms
and conditions of this agreement and understanding.

NOW,

THEREFORE, in consideration of the foregoing and of the mutual
promises contained herein, Employer and Executive (sometimes hereafter referred
to as the Parties), intending to be legally bound, hereby agree as follows.

1.         Amendment
to Executive Employment Agreement. The Parties agree that
the Confidential Information, Non-Competition, Non-Solicitation and Inventions
Agreement, incorporated within the October 18, 2000 Employment Agreement shall
be amended by deleting Sections 2, 3 and 9(d) of that agreement and replacing
them with the following:



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| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | "Post-Employment Obligations.Executive agrees that the following
obligations are reasonable and necessary to protect Employers legitimate
business.interests. Employer has agreed to this agreement to ensure the
Executives ability to obtain gainful non-competitive employment.
Executive further acknowledges that these obligations do not restrict
Executives ability to be gainfully employed, that Employers business is
international in scope, and that any geographic boundary, scope of
prohibited activities, and time duration in these obligations are
reasonable in nature and no broader than are necessary to protect
Employers legitimate business interests. In consideration for
Executives employment as Chief Scientific Officer, his participation in
the Employers Incentive Bonus Plan, and for Employers other promises
herein, Executive agrees that, for the term of this Agreement and for a
period of twelve (12) months following the termination





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| |                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | of employment, except with the express written consent of the Employers
President or appropriate authorized senior executive, Executive shall not
directly or indirectly:



| |                                                                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)         solicit


Business (as defined below) from or contract or
conduct Business (other than on behalf of Employer) with (i) any person
or entity which was a customer of Employer as of, or within one year
prior to, Executives last day of employment, or (ii) any prospective
customer which Employer was soliciting as of, or within one year prior
to, his last day of employment.



| |                                                                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b)         knowingly


interfere or attempt to interfere with or cause or
attempt to cause the termination of any transaction or relationship in
which Employer was involved or contemplating during Executives
employment, including but not limited to relationships with Employers
customers and prospective customers, contractors, vendors, service
providers and suppliers;



| |                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c)         hire,


solicit or recruit any of Employers employees, or any
individuals who were employed by Employer within six (6) months of
Executives last day of employment; or

(d)         be



employed by, consult for, be an officer or director of, be a
shareholder or owner of (except if as a shareholder or owner of less than 2% of
a publicly traded company), or assist, engage in, or promote any business or
contemplated business that is competitive with Employers Business, as defined
below. Notwithstanding the foregoing, provided that Executives doing so does
not breach his confidentiality obligations unto Employer, Executive may serve
in such a capacity for a business competitive with Employer as long as
Executive serves in a group or division of that business that is not directly
competitive with Employers Business, as defined below.

(e)         Employers



Business. For the purpose of these Post Employment
Obligations, the Business of the company shall be defined as the development
and marketing of commercial computer software and providing related consulting
services in the areas of:

(i)         interactive





gene sequence visualization, manipulation, and analysis,
including but not limited to, products such as VECTOR NTI, Genomax and
Labshare;

(ii)         interactive
microarray-based data visualization manipulation and
analysis, including but not limited to, such products as Vector Xpression;

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(iii)         interactive





metabolic pathway visualization and manipulation,
including but not limited to, such products as Vector Pathblazer;

(iv)         any





other business that Employer is engaged in, as evidenced by the
expenditure of moneys, the execution of contracts or the preparation of a
written business plan, is actively developing on the date of Executives
termination of employment.

(f)         Notwithstanding



the above, the following activities shall not be
considered competitive with the Employers Business:

(i)         Academic





or Internal Software, defined as the development of software
either (a) for internal use by any organization not in the business of selling
or licensing software, such as those defined in clause (f) (iii) below, or (b)
for academic or government research, either in a capacity as an employee of or
contractor to the developing organization(s). Employer acknowledges that such
non-competitive Academic or Internal Software might have certain overlapping
functionality with that provided commercially by Employer. Employer also
acknowledges that such development may be funded by one or more government
agencies, private non-governmental organizations or individuals, or commercial
companies. Employer further acknowledges that such software may at times be
released to the public or may be commercialized by third-parties and that
Executive may have limited ability to control such activities. Employer thus
will neither hold Executive responsible for such activities nor consider them
competitive for the purposes of this Agreement, as long as neither Executive
nor the developing organization(s) directly engage in the development of a
product competitive with the Business of Employer.

(ii)         Bioinformatics





Research, defined as any activity for or on behalf of
any non-profit or commercial organization, where the primary goal of such
research is the development of novel methodologies, algorithms, or software for
biological data analysis, visualization, or storage. Employer acknowledges
that such research may be implemented in software which is made available
publicly and/or which is later commercialized, so long as neither the Executive
nor the developing organization had as a goal the development of a product
competitive with the business of Employer.

(iii)         Other





Businesses in Life Sciences, defined as working in any
capacity for or on behalf of an organization whose primary business is
biomedical research and development, biomedical research and development
services, provision of data content, laboratory technology development,
non-life science specific computer technology development, management
consulting, healthcare or scientific policy services, investment banking,
venture capital, research or healthcare funding (non-competitive
organizations). Employer

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acknowledges that such organizations may have as clients or partners other
third-party organizations whose business may be competitive with Employers
Business, as defined above. However, Executive will not provide any services
to such non-competitive organizations in connection with their development or
provision of any products or services to any business competitive with
Employers business.

(iv)         Scientific





Side Activities, defined as participation in research
funding reviews, publication peer review, policy development, conference
planning, scientific advisory boards, informal scientific collaborations, or
journalism.

(v)         Should





there be a change of control as defined in the Incentive Bonus
Plan agreed to by the Parties, the non-compete obligations of Section 1(d) of
this Agreement shall not apply with respect to any division of Employer after
the change of control transaction to which Executive has no responsibilities
and about which he has no non-public proprietary information.

(vi)         Permission





to participate in any of these non-competitive businesses
does not in any way release Executive from his existing Confidentiality or
Intellectual Property assignment obligations to the Employer, nor the other
obligations of this Agreement. Further, notwithstanding the above, Executive
may not be employed by, consult for, be an officer of or director of, be a
shareholder or owner of (except as a shareholder or owner of less than 2% of a
publicly traded company), or assist, engage in or promote any business or
contemplated business that provides products, service or assistance to the
following Employer competitors: LION Bioscience, Pharmacopeia, Rosetta,
Silicon Genetics, DNA Star, Physiome, Molecular Mining or to any contemplated,
start-up or new business that is competitive with the business of Employer, as
defined herein.

2.         Judicial


Modification. The Parties agree that if a court of competent
jurisdiction or other enforcement body finds that any term of this Agreement is
for any reason excessively broad in scope or duration or for other reasons
finds that a term may not be enforced as written, such term shall be construed
in a manner to enable it to be enforced to the maximum extent possible. The
Parties further agree that a court of competent jurisdiction or other
enforcement body may modify, delete, blue-pencil, or revise any term of this
Agreement and then enforce this Agreement as modified.

3.         Entire


Agreement. This Agreement and the Employment Agreement amended
hereby constitute the entire agreement between the Parties relating to its
subject matter and supersedes all prior agreements, negotiations, and
understandings, whether written or oral. Unless specifically modified herein,
all terms and conditions of the Employment Agreement and any other employment

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related agreements shall remain in full force and effect and the Executive
agrees to be bound by such agreements.

4.         Amendment.


This Agreement may be amended or modified only by a written
instrument executed by the Executive and an officer or director of the
Employer.

5.         Governing


Law; Jurisdiction. This Agreement shall be construed,
interpreted and enforced in accordance with the laws of the State of Maryland,
without regard to the conflicts-of-law rules thereof. Executive agrees and
submits to the exclusive jurisdiction of any court in the State of Maryland
where there is proper venue or any federal court sitting in Maryland, in any
action or proceeding arising out of or relating to this Agreement or the
transactions contemplated herein, and agrees that all claims in respect of any
such action or proceeding shall be heard or determined in such Maryland or
Federal Court.

6.         Counterparts;


Facsimile Transmission. This Agreement may be executed
on separate counterparts, each of which is deemed to be an original and all of
which taken together constitute one and the same agreement. Signatures
transmitted by facsimile shall be binding as evidence of each partys agreement
to be bound the terms of this Agreement.

IN

WITNESS WHEREOF, the Parties hereto have duly executed this Agreement
effective for all purposes and in all respects as of October 3, 2002.

|                                   |  |                                                                                              | 
|---------------------------------- |  | -------------------------------------------------------------------------------------------- | 
|STEPHEN LINCOLN                    |  | INFORMAX, INC.
7600 Wisconsin Avenue
Bethesda, MD  20814                                     | 
|                                  
|/S/ Stephen LincolnStephen Lincoln |  | /S/ Andrew P. WhiteleyBy: Andrew P. Whiteley
Chairman, Chief Executive
Officer and President | 
|                                  
|Date:  October 3, 2002             |  | Date:  October 3, 2002                                                                       | 

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