EXHIBIT 4.5

           SECOND AMENDMENT TO INDENTURE, SECURITIES,
           WARRANT AGREEMENT AND WARRANT CERTIFICATES

      THIS  SECOND  AMENDMENT TO INDENTURE,  SECURITIES,  WARRANT
AGREEMENT  AND WARRANT CERTIFICATES (this "Second Amendment")  is
made as of and shall be effective for all purposes as of the 28th
day  of March, 2006, by and between Igene Biotechnology, Inc.,  a
Maryland corporation (the "Company"), and American Stock Transfer
&  Trust  Company,  a  New York corporation, its  successors  and
assigns,  as  Trustee (the "Trustee") and as Warrant  Agent  (the
"Warrant Agent").

                            RECITALS
                            ________

     WHEREAS,  pursuant to the terms of an Indenture dated as  of
March  31, 1998, as amended (the "Indenture") between the Company
and the Trustee, the Company issued and sold $5,000,000 of its 8%
notes due March 31, 2003 (the "Securities"); and

     WHEREAS,  concurrently with the issue of the Securities, the
Company issued, pursuant to a Warrant Agreement dated as of March
31,  1998  (the  "Warrant  Agreement"),  50,000,000  warrants  to
purchase shares of the Company's Common Stock for $.10 per share,
as   adjusted  in  accordance  with  the  terms  of  the  Warrant
Agreement; and

     WHEREAS,  on  March 18, 2003, the Company and the Consenting
Holders  (as defined below) amended the Indenture and  Securities
to  reflect  the extension of the maturity date on the Securities
to March 31, 2006; and

     WHEREAS,  the  Company and the Consenting Holders desire  to
further   amend  the  Indenture  and  Securities  as  hereinafter
provided  to  reflect the extension of the maturity date  on  the
Securities from March 31, 2006 until March 31, 2009; and

     WHEREAS,  in return for amending the Indenture and extending
the  maturity date on the Securities, the Consenting Holders  and
the  Company  desire to amend the terms of the Warrant  Agreement
and  each of the Warrant Certificates (within the meaning of  the
Warrant  Agreement) as hereinafter provided to reduce the Warrant
Price  (as defined in the Warrant Agreement) from $.075 to $.056;
and

     WHEREAS,  the  terms contained in this Second Amendment  are
consented  to  by  the  holders of at least two-thirds  principal
amount   of   all   Securities  (collectively,  the   "Consenting
Holders");

     NOW,  THEREFORE, in consideration of the foregoing recitals,
and  other  good  and  valuable consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, the parties to this
Second Agreement hereby agree as follows:

     1.    Incorporation of Recitals.  The foregoing recitals are
incorporated in this Second Amendment and made a part  hereof  by
this reference to the same extent as if set forth herein in full.
All   section   references  shall,  unless  otherwise   expressly
indicated, mean the corresponding section of the Indenture.

     2.    Definitions.   All  capitalized  terms  used  but  not
defined  herein shall have the meanings given such terms  in  the
Indenture.

     3.    Amendment  of  the  Indenture  and  Securities.    The
Indenture  and  each  of  the Securities are  hereby  amended  to
replace "March 31, 2006" with "March 31, 2009" wherever such term
may appear, thereby extending the maturity date of the Securities
until March 31, 2009.

     4.    Amendment of Warrant Agreement.  The Warrant Agreement
and each Warrant Certificate is hereby amended to replace "$.075"
with "$.056" wherever such term may appear.

     5.    Ratification   of   Indenture,   Securities,   Warrant
Agreement and Warrant Certificates.  Except as set forth in  this
Second  Amendment, all the terms and conditions contained in  the
Indenture, Securities, Warrant Agreement or Warrant Certificates,
each,  as amended, are hereby ratified and shall remain  in  full
force and effect.  In the event that any of the terms, conditions
and  provisions of this Second Amendment shall conflict with  any
of  the  terms,  conditions  and  provisions  of  the  Indenture,
Securities, Warrant Agreement or Warrant Certificates,  each,  as
amended,  then,  and  in  such event, the terms,  conditions  and
provisions  of  this  Second  Amendment  shall  prevail  and   be
controlling.    Hereafter,  all  references  to  the   Indenture,
Securities,  Warrant Agreement or any Warrant  Certificate  shall
mean the Indenture, Securities, Warrant Agreement or such Warrant
Certificate, respectively, as amended by this Second Amendment.

     6.    Effective Date of Second Amendment. The effective date
of this Second Amendment shall be March 28, 2006.

     7.    Counterparts. This Second Amendment may be executed in
any  number  of counterparts, each of which shall  be  deemed  an
original, and all of which, when taken together, shall be  deemed
to be a single instrument.

     8.    Applicable  Law.   This   Second  Amendment  shall  be
governed by the laws of the State of New York, without regard  to
its conflicts of law rules.

     9.    Disclaimer.  In  accordance with Section 7.04  of  the
Indenture,  American Stock Transfer and Trust  Company  makes  no
representation or warranty as to the validity or adequacy of this
Second  Amendment and shall not be responsible  for  any  of  the
recitals set forth herein.


[Signature Page Follows]
<PAGE>
      IN  WITNESS WHEREOF, and intending to be legally bound, the
Company,  Trustee  and  Warrant Agent  have  caused  this  Second
Amendment to be executed on their behalf by their duly authorized
representatives as of the date set forth above.


ATTEST:                       THE COMPANY:

                              IGENE BIOTECHNOLOGY, INC.

/s/ CHRISTINE L. FITCH        /s/ STEPHEN F. HIU
_________________________     ________________________________
    CHRISTINE L. FITCH            STEPHEN F. HIU
                                  President


ATTEST:                       THE TRUSTEE AND WARRANT AGENT:

                              AMERICAN STOCK TRANSFER &
                              TRUST COMPANY

/s/ SUSAN SILBER              /s/ HERBERT J. LEMMER
_________________________     ________________________________
    SUSAN SILBER                  HERBERT J. LEMMER
    Assistant Secretary           Vice President

<PAGE>
                  CONSENT OF CONSENTING HOLDERS

      Each  of the undersigned, collectively constituting holders
of  at least two-thirds in principal amount of all Securities, do
hereby   irrevocably  consent,  on  behalf  of  all  holders   of
Securities  pursuant to and in accordance with the terms  of  the
Indenture, to the amendment of the Securities, the Indenture, the
Warrant  Agreement and the Warrant Certificates, as set forth  in
this  Second  Amendment.  Each of the persons  signing  below  in
their  capacity as trustee on behalf of any trust represent  that
they  currently  serve  as  trustee  under  the  trust(s)  listed
immediately  above  their names, and have  the  trust  power  and
authority  to  sign  below  and  to  bind  the  trust(s)   listed
immediately  above  their  names to this  Consent  of  Consenting
Holders in accordance with its terms.


CONSENTING HOLDERS:

WITNESS:

/s/ PATRICIA SPERA            /s/ THOMAS L. KEMPNER
_________________________     __________________________________
    PATRICIA SPERA                THOMAS L. KEMPNER, record and
                                  beneficial holder of $32,395
                                  principal amount of Securities

WITNESS:

/s/ MARY CLANCY               /s/ SIDNEY R. KNAFEL
_________________________     __________________________________
    MARY CLANCY                   SIDNEY R. KNAFEL, record
                                  holder of $1,214,544 principal
                                  amount of Securities


WITNESS:                      Trust U/W of Carl M. Loeb FBO
                              Thomas L. Kempner, beneficial and
                              record holder of $944,933
                              principal amount of Securities

/s/ PATRICIA SPERA            /s/ THOMAS L. KEMPNER
_________________________     __________________________________
    PATRICIA SPERA                THOMAS L. KEMPNER
                                  Trustee

/s/ PATRICIA SPERA            /s/ WILLIAM PERLMUTH
_________________________     __________________________________
    PATRICIA SPERA                WILLIAM PERLMUTH
                                  Trustee
<PAGE>

WITNESS:                      Alan H. Kempner III,
                              beneficial holder of $942,773
                              principal amount of Securities

/s/ PATRICIA SPERA            /s/ ALAN H. KEMPNER III
_________________________     __________________________________
    PATRICIA SPERA                ALAN H. KEMPNER III


WITNESS:                      Trust U/A dated 9/13/1978 FBO
                              Andrew G. Knafel, holder of
                              $340,341.50 principal amount
                              of Securities

/s/ ANNE HUNTER               /s/ ANDREW G. KNAFEL
_________________________	__________________________________
    ANNE HUNTER                   ANDREW G. KNAFEL
                                  Trustee


WITNESS:                      Trust U/A dated 9/13/1978 FBO
                              Douglas R. Knafel, holder of
                              $340,341.50 principal amount
                              of Securities

/s/ ANNE HUNTER               /s/  ANDREW G. KNAFEL
_________________________     __________________________________
    ANNE HUNTER                    ANDREW G. KNAFEL
                                   Trustee