EXHIBIT 10.11

The Royal Bank of Scotland plc     Limited Guarantee by one
                                   Company of another
                                   Secs 28 International (7/95)


THIS  IS AN IMPORTANT DOCUMENT. YOU SHOULD TAKE INDEPENDENT LEGAL
ADVICE  BEFORE  SIGNING AND SIGN ONLY IF YOU WANT TO  BE  LEGALLY
BOUND.  IF YOU SIGN AND THE BANK IS NOT PAID YOU MAY HAVE TO  PAY
INSTEAD  OF  THE  DEBTOR. YOUR LIABILITY UNDER THIS  DOCUMENT  IS
LIMITED AS PROVIDED IN CLAUSE 1.

Date:

Definitions

Guarantor:     Igene  Biotechnology Inc, registered  in  Maryland
               USA


Debtor:        Astaxanthin    Manufacturing   Limited     Company
               Number: 4729479


Bank:          The Royal Bank of Scotland plc


Interest:      Interest  at the rate(s) charged to the Debtor  by
               the Bank from time to time


Debtor's
Obligations:   All  the  Debtor's liabilities  to  the   Bank  of
               any  kind  and in any currency  (whether   present
               or  future  actual  or  contingent   and   whether
               incurred alone or jointly  with  another) together
               with  the Bank's charges and  commission  Interest
               and Expenses payable by the Debtor

Expenses:      All  expenses (on a full indemnity basis) incurred
               by  the  Bank at any time in connection  with  the
               Debtor's  Obligations  or in preserving  defending
               or  enforcing the security created by this deed or
               in   exercising  any  power  under  this  deed  or
               otherwise  with Interest from the  date  they  are
               incurred


Required
Currency:      The currency or currencies in  which  the Debtor's
               Obligations are expressed from  time  to  time

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Address
for Service:


Guarantee and Indemnity

1    The  Guarantor in consideration of the Bank giving  time  or
     credit or banking facilities to the Debtor:-

         1.1   Guarantees  to  discharge on demand  the  Debtor's
         Obligations with Interest from the date of demand and

         1.2   Agrees  that  any item or amount included  in  the
         Debtor's  Obligations which is not recoverable from  the
         Guarantor  under this deed for any reason on  the  basis
         of  a  guarantee shall nevertheless be recoverable  from
         the  Guarantor as principal debtor by way  of  indemnity
         and the Guarantor agrees to discharge that liability  on
         demand with Interest from the date of demand

     Provided  that the amount recoverable under this deed  shall
     not  exceed  the total of Four million two hundred  thousand
     Pounds  (4,200,000)  together  with  Interest  on  that  sum
     since the date on which Interest was last compounded in  the
     books  of the Bank and Interest on that total from the  date
     of demand and Expenses


Expenses

2    The Guarantor agrees to pay Expenses to the Bank on demand


Continuing Security

3.1  This  deed  shall be a continuing security until the  expiry
     of  one  month  from  the date of receipt  by  the  Bank  of
     written  notice to the Bank by the Guarantor to  discontinue
     this deed

3.2  Notwithstanding  notice of discontinuance under  Clause  3.1
     the  Guarantor  shall  remain liable for  all  the  Debtor's
     Obligations as at the date of expiry of the notice


Arrangements with the Debtor and others

4    The  Bank  may  without the consent  of  or  notice  to  the
     Guarantor  and  without releasing or reducing the  liability
     to the Bank of the Guarantor under this deed:-

4.1  Allow  to  the  Debtor  or  any other  person  any  time  or
     indulgence

4.2  Grant  to  the  Debtor  or  any  other  person  any  new  or
     increased  facility  and increase any rate  of  interest  or
     charge

<PAGE>

4.3  Enter  into  renew vary or end any agreement or  arrangement
     with or without liability of the Debtor or any other person

4.4  Renew vary refrain from enforcing or release any present  or
     future  security or guarantee which the Bank holds from  the
     Debtor or any other person

4.5  Compound with the Debtor or any other person


Preservation of the Guarantor's Liability

5    The  Guarantor's  liability to the  Bank  under  Clause  1.1
     shall not be affected by :-

5.1  The  absence  of  or  any defective excessive  or  irregular
     exercise of borrowing powers of the Debtor

5.2  Anything  which  would  not have  released  or  reduced  the
     Guarantor's liability to the Bank had the Guarantor  been  a
     principal debtor of the Bank instead of a guarantor


Preservation of the Bank's Claims

6    Until  all  claims of the Bank in respect  of  the  Debtor's
     Obligations have been discharged in full:-

6.1  The  Guarantor shall not be entitled to participate  in  any
     security held by the Bank or money received by the  Bank  in
     respect of the Debtor's Obligations

6.2  The  Guarantor shall not in competition with or in  priority
     to  the  Bank  make  any claim against  the  Debtor  or  any
     co-guarantor or their respective estates nor make any  claim
     in  the  insolvency  of the Debtor or any  co-guarantor  nor
     take  or enforce any security from or against the Debtor  or
     any co-guarantor

6.3  Any  payment received by the Guarantor in breach  of  Clause
     6.2  and any security taken by the Guarantor from the Debtor
     or  any co-guarantor shall be held in trust for the Bank  as
     security  for  the Guarantor's liability to the  Bank  under
     this deed


Appropriation

7.1  Subject  to Clause 7.2 the Bank may appropriate all payments
     received   in   respect  of  the  Debtor's  Obligations   in
     reduction  of  any part of the Debtor's Obligations  as  the
     Bank decides

7.2  The  Bank  may  open  a new account or  accounts  after  the
     security created by this deed has been discontinued  or  the
     Bank  has  demanded payment from the Guarantor.  Whether  or

<PAGE>
     not  the Bank opens any such account no payment received  by
     the  Bank  after  such discontinuance or  demand  shall  (if
     followed  by  any  payment out of or debit to  the  relevant
     account)  be  appropriated towards or  have  the  effect  of
     discharging   any   part   of   the   Debtor's   Obligations
     outstanding at the time of such discontinuance or demand

7.3  The  Bank may place to the credit of a suspense account  for
     so  long as it considers desirable any money received  under
     this  deed  without  any  obligation  to  apply  it  towards
     discharge of the Debtor's Obligations


Preservation of the Bank's Rights

8.1  This  deed is in addition to any other guarantee or security
     present  or  future  held  by the Bank  in  respect  of  the
     Debtor's  Obligations and shall not merge with or  prejudice
     such  other  guarantee  or security or  any  contractual  or
     legal rights of the Bank

8.2  This  deed shall not be released or affected by any  failure
     of  the  Bank to take any security or by any other guarantee
     or  security  held by the Bank or any intended guarantee  or
     security  in respect of the Debtor's Obligations being  void
     or unenforceable or not completed or perfected

8.3  The   Guarantor   shall  remain  liable  under   this   deed
     notwithstanding  any settlement between  the  Bank  and  the
     Guarantor  or any release given by the Bank to the Guarantor
     until any security given or payment made to the Bank by  the
     Debtor  or  any  other person cannot be avoided  or  reduced
     under  the  law  (whether English or  foreign)  relating  to
     insolvency  (or analogous circumstances) from time  to  time
     in  force  and  the  Bank shall be entitled  to  retain  any
     security  held by it for the Guarantor's liability until  it
     is  satisfied  that it will not have to make  any  repayment
     under such law

8.4  This  deed  will remain the property of the Bank  after  any
     release  or settlement of the Guarantor's liability  to  the
     Bank


Powers of the Bank

9.1  The  Bank shall have a lien on all property of the Guarantor
     held by the Bank whether for safe custody or otherwise

9.2  In  addition to any lien or right to which the Bank  may  be
     entitled  by  law  the Bank may from time  to  time  without
     notice  and both before and after demand set off  the  whole
     or  any part of the Guarantor's liability to the Bank  under
     this  deed  against  any deposit or credit  balance  on  any
     account of the Guarantor with the Bank (whether or not  that
     deposit or balance is due to the Guarantor)

9.3  Despite  any term to the contrary in relation to any deposit
     or  credit balance on any account of the Guarantor with  the
     Bank  that deposit or balance will not be capable  of  being
     assigned  dealt with mortgaged or charged and  will  not  be

<PAGE>
     repayable  to  the  Guarantor  before  all  the  Guarantor's
     liability  to  the Bank under this deed has been  discharged
     but  the Bank may without prejudice to this deed permit  the
     Guarantor to make withdrawals from time to time

9.4  The  Bank  may exchange or convert to the Required  Currency
     any currency held or received


Certificate of the Debtor's Obligations

10   A  certificate signed by an official or manager of the  Bank
     as  to  the amount of the Debtor's Obligations or the amount
     due  from  the Guarantor under this deed shall be conclusive
     evidence  save  in  the case of manifest  error  or  on  any
     question of law


Payments to be made without Deduction

11.1 The  Guarantor  shall not claim any set-off or  counterclaim
     in  respect  of  any payment due from the Guarantor  to  the
     Bank under this deed

11.2 If  at  any time the Guarantor is required by law to  deduct
     or  withhold  any  amount  from any  payment  due  from  the
     Guarantor  to  the Bank under this deed then  the  Guarantor
     shall simultaneously with such payment pay to the Bank  such
     further  sum  as may be necessary to ensure  that  the  Bank
     receives  a  net  sum  equal to the payment  it  would  have
     received had no deduction or withholding been made


Guarantor's Constitution and Powers

12   The Guarantor warrants to the Bank that:-

12.1 The  Guarantor is a corporation duly constituted and in good
     standing  under  the  law  of the country  in  which  it  is
     incorporated  and  the Guarantor has appropriate  power  and
     authority  to own its property and assets and carry  on  its
     business as now conducted

12.2 The  Guarantor  has  appropriate power  to  enter  into  and
     perform the terms and conditions of this deed and has  taken
     all  necessary  action to authorise the  execution  delivery
     and performance of this deed

12.3 No   permit  licence  approval  or  authorisation   of   any
     government judicial or other authority or other third  party
     is  required  or desirable in connection with the  execution
     performance validity or enforceability of this deed

12.4 The  Guarantor will on demand obtain or pay to the Bank  the
     cost  incurred  by  the  Bank in obtaining  at  any  time  a
     written  opinion from a legal firm acceptable  to  the  Bank
     confirming Clauses 12.1  12.2 and 12.3 of this deed and  any
     other matters relevant to this deed as the Bank may require
<PAGE>

Governing Law and Jurisdiction

13.1 This  deed  shall be governed by and construed in accordance
     with English law

13.2 For  the  benefit  of  the  Bank the  Guarantor  irrevocably
     submits  to the jurisdiction of the English Courts  and  the
     Guarantor  irrevocably  agrees  that  a  judgment   in   any
     proceedings  in  connection with this deed  by  the  English
     Courts  shall  be conclusive and binding upon the  Guarantor
     and  may be enforced against the Guarantor in the Courts  of
     any other jurisdiction.  The Bank shall also be entitled  to
     take  proceedings in connection with this deed  against  the
     Guarantor  in  the  Courts  of  any  country  in  which  the
     Guarantor  has  assets or in any other Courts  of  competent
     jurisdiction

13.3 The Guarantor irrevocably waives:-

13.3.1     Any  objection which the Guarantor may now or  in  the
     future  have to the English Courts or other Courts  referred
     to  in  Clause  13.2  as  a  venue for  any  proceedings  in
     connection with this deed and

13.3.2     Any claim which the Guarantor may now or in the future
     be  able to make that any proceedings in the English  Courts
     or  other  Courts  referred  to in  Clause  13.2  have  been
     instituted in an inappropriate forum

13.4 The  Address for Service (or such other address  in  England
     or  Wales  as the  Guarantor may from time to  time nominate
     in  writing  to  the  Bank  for the  purpose)  shall  be  an
     effective  address for service of any notice or  proceedings
     in the English Courts to or against the Guarantor

Notices

14.1 Any  notice  or demand by the Bank may be served  personally
     on  any director or the secretary of the Guarantor or may be
     sent  by  post or fax or delivered to the Guarantor  at  the
     Guarantor's  address last known to the Bank or  the  address
     stated in Clause 13.4

14.2 A  notice  or  demand by the Bank by post  shall  be  deemed
     served on the day after posting

14.3 A  notice  or  demand  by the Bank by fax  shall  be  deemed
     served at the time of sending


Interpretation

15.1 The  expression "Bank" where the context admits includes its
     successors and assigns

15.2 The  expression "Debtor's Obligations" also includes (except
     in  Clause  1)  any  Interest and Expenses  payable  by  the
     Guarantor under this deed

<PAGE>

15.3 Interest  will be calculated both before and after  judgment
     on  a  daily basis and compounded according to agreement  or
     in  the  absence of agreement monthly on such  days  as  the
     Bank may select

15.4 Each  of the provisions of this deed shall be severable  and
     distinct  from  one  another and if  one  or  more  of  such
     provisions   is  invalid  or  unenforceable  the   remaining
     provisions shall not in any way be affected

In Witness of which this deed has been duly executed


ATTEST:                       IGENE BIOTECHNOLOGY, INC.


/s/ PATRICK F. MONAHAN        /s/ STEPHEN F. HIU  [SEAL]
___________________________   ___________________________
    PATRICK F. MONAHAN            STEPHEN F. HIU
    Secretary                     President