OFFER OF EMPLOYMENT

Base Salary:

$17,916.66 pre-tax per month (paid monthly, less applicable taxes and deductions). This is the equivalent of $215,000.00 annually.

Annual Bonus

Target:

Up to 30% of your base salary. Your annual bonus is based upon the number of full months employed in the performance year. The decision to award a bonus and the amount of the bonus, if any, will be decided by the Company’s Board of Directors in its sole discretion based on your contribution and the Company’s performance.

Equity:

It will be recommended that you be granted stock options to purchase 100,000 shares of Orchid Cellmark Inc. Common Stock pursuant to the Orchid 2005 Stock Plan, which describes this aspect of your compensation. All stock option grants are contingent upon approval by the Compensation Committee of Orchid’s Board of Directors and are priced according to the grant date. The exercise price will be the closing price of the stock on the grant date. These stock options will vest either based upon performance factors to be determined between you and Dr. Kelly; provided, that the performance factors will provide the opportunity for the stock options to be fully vested within three (3) years of your Hire Date, or they will vest based upon time pro rata on a monthly basis over four (4) years. Orchid’s Stock Plan Administrator will provide you with a copy of the Plan and your Stock Option Agreement shortly after the commencement of your employment.

Mr. Gordon Brown

Additional option grants may be considered annually based upon your performance against objectives, your general contribution towards the Company’s success, and the Company’s business situation, all as determined solely at the discretion of the Board of Directors.

Benefits Plan:

As a full-time employee, you are eligible to participate in the Company sponsored medical, dental, vision, life and other insurance plans at some cost to you. The Human Resource Department will provide you with detailed information on our current benefits at your new employee orientation. Your coverage will begin on your start date. Should you have any questions in the interim, please feel free to call Lauren Vazquez at (609) 750-2390.

Executive Deferred Compensation:

The Company will contribute 5% of your annual base salary each year to an executive deferred compensation plan.

Severance:

If you receive written notice of termination from the Company that your employment is being terminated without “Cause”, or you give written notice of resignation to the Company due to a “Constructive Dismissal”, or you receive written notice of termination from the Company that your employment is being terminated as a result of a “Change of Control” within one (1) year following the Change of Control, then you shall be entitled to the following:

Twelve (12) months of continued base salary (payable one-third within thirty (30) days after termination and the balance payable in twelve equal installments at the same time as your salary would otherwise be payable), plus at the end of such twelve (12) month period the Company will pay to you an amount equal to a prorated portion of your bonus determined from January 1 of the year your employment terminated through the date of termination. In addition, during such twelve (12) month period, if you elect continued coverage under COBRA, the Company will reimburse you for the same portion of your health insurance premiums for you and your family, to the same extent the Company paid those premiums during your employment. All payments shall be less applicable taxes and deductions.

For purposes of this Agreement “Cause” shall mean that you have either (1) intentionally committed an act or omission that materially