Exhibit 10.9

                    CONSULTING AGREEMENT

     The  undersigned   parties   hereby   agree   that    IGENE
Biotechnology,  Inc.  ("IGENE")  shall  employ Martin L.  Gerson
("Consultant") upon the terms and conditions hereinafter  stated
to provide consulting services and assistances in the  following
areas:

1).  To   secure   for   Igene  a  manufacturing partner for the
     production of AstaXin(R).
2).  To  coordinate  and monitor  the startup  of  the  business
     relationship with said manufacturing partner for  at  least
     two years.
3).  To  provide  other  advisory  services  to  the  Board   of
     Directors of Igene from time to time, as  the  Board  might
     designate  and  as  might  be  considered,  by both parties
     hereto,  as appropriate within the scope of this consulting
     relationship.

     The  work  to  be performed by Consultant shall  consist of
such  tasks  as may be mutually agreed.  Services to be provided
shall  in  all  cases  by provided in accordance with guidelines
established by IGENE.  The Consultant shall have no authority to
commit Igene  to any specific project, operation, or obligation.

     The term of this Agreement shall commence on April 15, 2002
and  shall  terminate  on  April  15,  2004.   Pursuant  to this
Agreement the Consultant shall receive compensation for services
rendered in the form of 12,000,000 unregistered shares  of Igene
Common  Stock.    Consultant   shall   be   also   entitled   to
reimbursement  for  reasonable  traveling  expenses  incurred in
performing  services for IGENE if such travel expenses have been
approved  in  advance  as  appropriate  for  reimbursement by an
officer of IGENE.  Reimbursement shall normally  be  made within
(15) days after presentation of an itemized   invoice  for  such
expenses with appropriate receipts or  other evidence of payment
of  such   expenses  attached  thereto.    Consultant  shall  be
responsible  for  all  other  expenses incurred by Consultant in
performing services, except for  telephone   calls  made  in the
course of work done for IGENE.

     During  the  term  of  this  Agreement, Consultant shall be
deemed to  be  an  independent  contractor and shall not for any
purposes be  deemed  to be an employee of IGENE.   In performing
services hereunder,  Consultant  shall  also  not enter into any
contract on behalf of IGENE or otherwise attempt to commit IGENE
to any contractual  agreement  without  IGENE's  express written
approval.

     During  the term of this Agreement, Consultant acknowledges
that he may  obtain  access  to  information  of  IGENE which is
confidential and proprietary to IGENE, including but not limited
to information concerning new products and processes,  processes
and products under development, other technological innovations,
manufacturing and marketing.  Such written information  shall be
clearly  marked  as   confidential.    Oral  disclosures  of   a
proprietary nature will  be  summarized  in  writing  and marked
confidential.  Consultant may also develop information for IGENE
which has value because  of  its  confidentiality.    Consultant
agrees that all of such  information  which Consultant learns of,
conceives or reduces to practice in  connection  with  or  as  a
result  of  his  employment  hereunder  is  and shall remain the
property solely of IGENE and Consultant will not  disclose  such
information to any  third  parties or use or assist or allow any
third parties to use such  information  for  the  benefit of any
party other than IGENE with out IGENE's prior  written  consent,
both during the term of this Agreement and after  termination or
expiration of the Agreement, so long as any of such  information
remains  confidential.   Consultant  further  agrees  that  upon
termination  or  expiration  of  this Agreement, Consultant will
provide a list of all contacts made by Consultant on  Behalf  of
IGENE  and  will  return  to  IGENE  all  documents,   writings,
illustrations, and other  such  materials  produced  by  him  or
coming into  his  possession  by  or through his employment with
IGENE  and  agrees  that  all  such  materials  are at all times
IGENE's property.   Consultant  further  agrees  to refrain from
consulting with any other company besides  IGENE  concerning the
production of astaxanthin during and  for  a  period of five (5)
years following termination or expiration of this Agreement.

     This  Agreement contains the entire   understanding between
the  parties  hereto  and   supersedes   all   other   oral  and
written   agreements   or   understandings   between  them.   No
modification or  addition  hereto  or  waiver  or   cancellation

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of any terms hereof  shall be valid   unless   made  in  writing
signed  by the party against whom such modification is sought to
be enforced.

     This  Agreement   shall   be   deemed   to  be  made in and
enforceable in accordance with the laws of the State of Maryland.

     IN WITNESS WHEREOF,   the undersigned parties have executed
this Agreement as of the 21st day of August, 2002.



CONSULTANT                   IGENE BIOTECHNOLOGY, INC.



/s/ Martin L. Gerson         /s/ Michael G. Kimelman
____________________         _________________________
    Martin L. Gerson             Michael G. Kimelman
                                 Chairman of the Board
                                 of Directors