EXHIBIT 10.7

[*] Refers to confidential portions of document omitted pursuant
to a request for confidential treatment under Rule 406 under the
Securities Act of 1933, and filed separately with the Commission.

                   MANUFACTURING AGREEMENT

THIS MANUFACTURING AGREEMENT (this "Agreement") is effective
as of the 20th day of May 2000 between Igene Biotechnology,
Inc. of 9110 Red Branch Road, Columbia, Maryland 21045-2024
("Igene") and Fermic, S.A. de C.V., Reforma No. 873-
Iztapalapa, 09850 Mexico D.F., Mexico ("Fermic").

                          RECITALS

Igene owns patents, patents pending and proprietary know-how
concerning microbial and biochemical processes by which the
astaxanthin-producing yeast, Phaffia rhodozyma, is grown and
processed to yield a dried yeast product ("AstaXin(R)")
containing the pigment astaxanthin.

Igene wishes to produce AstaXin(R) in commercial quantities
and, in order to do so, requires access to a facility with
adequate fermentation capacity and a trained labor force.

Fermic owns and operates a fermentation plant in Mexico City
(the "Facility") which has the capacity and the labor force
required to produce a sufficient quantity of AstaXin(R) for
commercialization.

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

                  ARTICLE I.   DEFINITIONS

As used in this Agreement, the following terms shall have
the meanings specified in this Article I:

"Acquirer of Igene" - a person or entity who purchases
substantially all or all of Igene's assets relating to the
production of AstaXin(R) or more than 50% of the stock of
Igene.

"AstaXin(R)" - as defined in the first recital.

"Auxiliary  Equipment" - [ * ].

"[ * ]" - [ * ].

"Equipment" - fermentors and Auxiliary Equipment used to
produce AstaXin(R).

"Facility" - as defined in the third recital.

"Know-How" - all confidential information, know-how and data
not disclosed in a published patent, whether or not
patentable, relating to the Patented Process, the
Microorganism and AstaXin(R) including, without limitation,
the [ * ].

"[ * ]" - [ * ].

                           -Page 1-

"Operations Manual" - the detailed written operations manual
prepared by Igene describing the process for manufacturing
AstaXin(R), as the same may be modified from time to time by
Igene and communicated to Fermic.

"Patents" - means the patents and patent applications set
out in Exhibit A and any patent or patents issuing therefrom
or thereon, any patents and patent applications based on
improvements to the patent and patent applications set out
in Exhibit A, including foreign patents claiming priority
under patent conventions, the inventions claimed thereby and
any continuations or continuations in party, reissues,
substitutions or divisions thereof.

"Patented Process" - means the process for manufacturing
AstaXin(R) covered by one or more of the claims of Patents.

"Proprietary Information" - any information, drawings,
manuals and other documents transmitted or communicated
directly or indirectly on behalf of the disclosing party to
the receiving party and marked confidential or proprietary
and any information or data orally described as confidential
or proprietary or which the receiving party has reason to
believe is such.  Proprietary Information may include,
without limitation, information relating to the disclosing
party's business and activities, product research and
development, marketing plans or techniques, client lists,
and any scientific or technical information, design,
process, procedure, formula, or know-how (whether or not
patentable).  The Know-How, including the Operations Manual,
and the [ * ] are Proprietary Information of Igene.


       ARTICLE II.  AGREEMENT TO MANUFACTURE; LICENSE

2.1  Subject to the terms and conditions of this Agreement,
     Fermic agrees to manufacture AstaXin(R) at the Facility
     during the term of this Agreement according to the
     Operations Manual and such other processes as may be
     communicated by Igene to Fermic from time to time, using the
     [ * ], the Patented Process and the Know-How provided by Igene.

2.2  Igene hereby grants to Fermic an exclusive right and
     license (the "License") during the term of this Agreement
     only, to use the Patented Process, the [ * ] and the
     Know-How for the purpose of manufacturing AstaXin(R).
     Fermic shall retain exclusivity and this license for the
     duration of this agreement up to [ * ] cubic meters of
     fermentation capacity, as long as Fermic is able to supply
     the production quantities required by Igene within a
     reasonable time agreed to by both parties and Fermic is not
     otherwise in breach of this Agreement.  Any additional
     fermentation capacity beyond [ * ] cubic meters shall be
     negotiated by both parties.  Except as otherwise agreed upon
     by the parties pursuant to Article XI, all AstaXin(R)
     manufactured by Fermic shall belong to Igene and (a) Fermic
     may not produce AstaXin(R) or any related or derivative
     product other than for or on behalf of Igene, and (b) no
     right, express of implied, is granted by this Agreement to
     Fermic to use in any manner the trademark "AstaXin(R)" or
     any other trade name of Igene in connection with the
     performance of this Agreement.

                           -Page 2-

2.3  Fermic shall obtain and maintain all required licenses,
     certifications and approvals necessary to authorize and
     permit (a) the import of the [ * ] and any Auxiliary
     Equipment purchased by Igene into Mexico (b) the manufacture
     of AstaXin(R) at the Facility and (c) the delivery and
     export of the AstaXin(R) manufactured under this Agreement
     from Mexico.  Applications for such licenses, certifications
     and approvals will be made in the name of Igene (except for
     the license, if any, required to manufacture AstaXin(R)) and
     Fermic will furnish to Igene copies of all such documentation
     promptly after its creation.  Igene shall be responsible for
     obtaining any licenses or permits required for export of the
     [ * ] from the United States to Mexico.

                  ARTICLE III.  PRODUCTION

3.1  Fermic shall (a) provide the Equipment, laboratory
     facilities and labor at the Facility necessary to
     manufacture and store the AstaXin(R) and (b) be responsible
     for purchasing and supplying raw materials used in the
     manufacture of AstaXin(R) (other than the [ * ] and
     the [ * ] which shall be supplied by Igene); provided, however,
     that Igene reserves the right to provide Fermic, at Igene's
     expense, with any raw materials required in the manufacture of
     AstaXin(R).

3.2  The Equipment and laboratory facilities to be used by
     Fermic must be acceptable to Igene and no changes shall be
     made to the Equipment and facilities used in the manufacture
     of AstaXin(R) unless approved in advance by Igene (except in
     an emergency and then only for the duration of the
     emergency).

3.3  Fermic acknowledges that once manufactured, AstaXin(R)
     must be kept refrigerated until shipment to Igene's
     customers.  Fermic agrees, therefore, to provide
     refrigeration capacity sufficient for storage of up to 45
     days of production of AstaXin(R) and will, if necessary,
     rent refrigeration equipment at Fermic's cost to provide
     such storage at the Facility.

3.4  Fermic agrees to assign a technical representative
     acceptable to Igene to act as liaison with Igene.  Fermic
     warrants that the Equipment, the laboratory facilities and
     the Facility will be maintained in good and operable
     condition and that Fermic will retain a trained work force
     adequate to manufacture AstaXin(R) under this Agreement in
     amounts required by Igene notwithstanding any obligations it
     might have to third parties.  [ * ].  Fermic does represent
     and warrant, however, that it will follow the Operations
     Manual and other procedures communicated to Fermic by Igene
     from time to time in the manufacture of AstaXin(R).

3.5  Fermic shall have sole responsibility for compliance
     with all environmental laws and regulations applicable to
     the Facility and the manufacture of AstaXin(R) and for
     disposal of wastes in compliance with law and Igene shall
     have no liability to Fermic or others in connection with the
     disposal of wastes from the Facility or noncompliance with
     such environmental laws or regulations.  Fermic agrees to
     indemnify and hold Igene harmless from and against any and
     all fines, penalties, costs, fees (including attorneys'
     fees) and other expenses arising out of or relating to any

                           -Page 3-

     pending or threatened claim, action, lawsuit, administrative
     or arbitration or other proceeding relating to environmental
     laws, regulations or other environmental matters.

3.6  Fermic agrees to package and ship the AstaXin(R) in
     such packaging, volumes and to such Igene customers as Igene
     shall instruct.  All shipping and any other directly related
     costs actually incurred by Fermic in connection with
     packaging and shipping the AstaXin(R) shall be invoiced
     separately to Igene which shall pay the amounts due within
     30 days of receipt of the invoice.  Fermic agrees to arrange
     for insurance, to be billed to Igene in accordance with the
     previous sentence, covering each shipment of AstaXin(R), in
     an amount not less than the full commercial value of the
     AstaXin(R), for the full duration of the shipping.

3.7  [ * ].

3.8  Fermic shall be responsive to Igene requests to
     overcome equipment deficiencies, make modifications as
     necessary, and to perform maintenance in a timely
     manner to insure the efficiency of the production
     process.

3.9  [ * ].

3.10 [ * ].

               ARTICLE IV.  MANUFACTURING FEES

4.1  As compensation to Fermic for manufacturing, storing,
     and labor involved in packaging and handling the
     AstaXin(R), and for all of its other services under this
     Agreement, Igene shall pay Fermic a rental fee of $USD[ * ]
     per cubic meter of fermentation capacity per month, as may
     be reduced in accordance with Section 4.8 below.

                           -Page 4-

4.2  In addition to cash compensation, Fermic shall be
     entitled to receive [ * ] shares of Igene common stock
     for each kilogram of astaxanthin (pure basis) in the
     AstaXin(R) produced and delivered under this
     Agreement, such stock to be issued to Fermic quarterly
     beginning September 30, 2000, up to a maximum of 20 million
     shares in the aggregate.  In the event of a
     material breach of this Agreement by Igene which Igene
     has not cured within 15 business days following written
     notice of such breach, Fermic shall have the option of
     purchasing any or all of the unearned 20 million shares
     for a price of $.20 per share.  If Igene is acquired
     by a company (Acquirer)  that opts to discontinue this
     manufacturing contract, Fermic will also be entitled to
     purchase the unearned Igene shares at $.20 per share and
     receive payment for these shares from the Acquirer on the
     same basis as the other Igene shareholders.  On the other
     hand, if the Acquirer opts to continue this manufacturing
     contract, and if Fermic has exercised its option to
     purchase the unearned shares, then Fermic's unearned
     shares and the proceeds from the sale of these shares
     will be placed in escrow and distributed as earned per
     this Manufacturing Agreement.

     Fermic represents and warrants that it is an
     "accredited investor" within the meaning of Rule 501
     promulgated under the United States Securities Act of
     1933, as amended, and agrees to execute and deliver to
     Igene a Certificate of Accredited Investor evidencing
     such status simultaneously with the execution and
     delivery of this Agreement.

4.3  Prior to delivery of the [ * ]th kilo of AstaXin(R),
     Fermic shall be compensated in accordance with Section
     4.1 and 4.2 above.  Once Fermic has completed the
     manufacture and delivery of [ * ] kilos of astaxanthin
     (pure basis), the monthly rental fee for each cubic
     meter of fermentation capacity shall be as follows:

     (a)  US$[ * ] per cubic meter of capacity per month for each
          cubic meter of capacity provided in excess of [ * ] cubic
          meters but less than or equal to [ * ] cubic meters per month;

     (b)  US$[ * ] per cubic meter of capacity per month
          for each cubic meter of capacity provided in
          excess of [ * ] but less than [ * ] cubic meters of
          capacity per month; or

     (c)  US$[ * ] per cubic meter of capacity per
          month for each cubic meter of capacity provided
          up to [ * ] cubic meters of capacity per month
          (minimum capacity provided shall be [ * ] cubic
          meters).

     (d)  Monthly rental fee for each cubic meter of
          fermentation capacity in excess of [ * ] cubic
          meters will be negotiated by both parties.

4.4  Igene will reimburse Fermic for the actual cost of raw
     materials used in the manufacture of AstaXin(R).
     Fermic will make every attempt to locate and obtain raw
     materials, including [ * ], at the lowest price
     possible. Igene reserves the right to purchase its own
     raw materials should it choose to do so.

4.5  Payment of the manufacturing fees shall be made monthly
     in advance on the first business day of each month by
     wire transfer to the account designated by Fermic.  The
     cost of raw materials shall be invoiced monthly by
     Fermic and paid by Igene within 30 days of receipt of
     the invoice.

                           -Page 5-

4.6  There will be no additional payments from Fermic to
     Igene for the purchase of the  Auxiliary Equipment for
     use by Fermic at the Facility which was part of the
     Agreement between Igene and Fermic dated  24 June 1997,
     unless Fermic breaches this Agreement.  Fermic
     acknowledges that Igene (i) has lent Fermic funds
     totaling $500,000 at an interest rate of 10% per annum
     to permit Fermic to purchase certain Equipment (the
     "Loan"), and that the loan account balance as of July
     1, 2000 is $206,780; and (ii) purchased certain
     additional Equipment having an original purchase price
     of $267,464 and provided the same to Fermic (the
     "Purchased Equipment").  In the event of a breach of
     this Agreement by Fermic, Fermic shall (i) pay the
     amount then owed Igene pursuant to the Loan in
     accordance with the amortization schedule attached to
     this Agreement; and (ii) shall either pay Igene for the
     Purchased Equipment in an amount equal to the then-
     applicable amount shown on the depreciation schedule
     attached to this Agreement, or permit Igene to enter
     the Facility to reclaim and remove any or all Purchased
     Equipment.  At the expiration of this Agreement,
     provided no breach by Fermic, the Auxiliary Equipment
     will be fully owned by Fermic.

4.7  It is understood that Fermic will be responsible for
     future capital investments needed to increase the
     actual production capacity up to [ * ] cubic meters.  Any
     investments to increase capacity beyond [ * ] cubic
     meters will be negotiated by both parties.

4.8  If at any time during the term of this Agreement
     production of AstaXin(R) is stopped or delayed because
     of one or more problems with or due to unavailability
     of the Equipment or the Facility, or for holidays,
     vacations or periods of routine maintenance, or because
     Fermic has failed to follow the Operation Manual or
     other procedures communicated to Fermic, there will be
     a pro rata reduction in the rental fee proportionate to
     the duration of the stoppage or delay. Igene may either
     credit the reduction against the rental payment due
     immediately following restoration of production or
     request direct reimbursement.  Fermic shall pay Igene
     any reimbursement due within thirty (30) days of
     request by Igene.

4.9  The monthly rental fee per cubic meter of fermentation
     capacity will be adjusted annually starting June 1,
     2003 based on the change in the US Consumer Price Index
     (CPI) over the previous year.  The first adjustment
     will be made on  June 1, 2003, based on any change in
     the CPI from June 1, 2002.

                 ARTICLE V.  CONFIDENTIALITY

5.1  Except as specifically provided by this Agreement, (a)
     Fermic shall not acquire any right, title or interest in the
     Patents, the [ * ] or the Know-How, (b) Fermic shall
     use the Patents, the Know-How and any [ * ] in its
     possession solely in accordance with its rights and licenses
     hereunder and not for any other purpose, and (c) Igene shall
     not acquire any right, title or interest in the Proprietary
     Information of Fermic.

5.2  From and after the date hereof and for a period of five
     (5) years from the date of expiration or termination of this
     Agreement, each party agrees to hold in confidence all
     Proprietary Information of the other and not to use or
     disclose the same to any third party.

                           -Page 6-

5.3  Each party will restrict disclosure of and access to
     the other's Proprietary Information and the [ * ]
     to the minimum number of its employees necessary to carry
     out the purposes of this Agreement and each party will use
     its best efforts, including efforts fully commensurate with
     those employed by it for the protection of its own
     confidential or proprietary information, to protect the
     other's Proprietary Information disclosed to it and the
     [ * ] pursuant to this Agreement.

5.4  The parties agree that these confidentiality
     obligations do not apply to the following:

     o Information which appears in issued patents or printed
       publications in integrated form or which otherwise is or
       becomes generally known in the trade through no fault of the
       receiving party;

     o Information which the receiving party can show by dated
       records was in its possession prior to the disclosure
       thereof to it by the disclosing party; or

     o Information which comes into a party's possession from
       a third party without breach of any obligation to the other
       party to maintain the confidentiality of the information.

5.5  Notwithstanding the foregoing, a party may disclose the
     other's Proprietary Information to the extent such
     disclosure is reasonably necessary to comply with government
     regulations or the order of any court of competent
     jurisdiction, provided that it gives the other party
     reasonable advanced notice of the pending disclosure and
     uses its best efforts to secure confidential treatment of
     the information required to be disclosed.

5.6  The provisions of this Article V shall not relieve the
     parties of their obligations under the Confidentiality
     Disclosure Agreement dated April 24, 1997.

   ARTICLE VI. INFRINGEMENT INDEMNITY; WARRANTY DISCLAIMER

6.1  Igene shall indemnify and hold Fermic harmless against
     any liability for infringement of any patents owned by
     others on the basis of the manufacture by Fermic of
     AstaXin(R) for Igene under this Agreement.  The defense,
     settlement, adjustment or compromise of any claim or suit
     for which Igene becomes obligated under this indemnity shall
     be in the sole control of Igene.  Fermic may, if it desires,
     employ counsel at its own expense.

6.2  EXCEPT FOR THE WARRANTY OF NON-INFRINGEMENT AS TO WHICH
     THE INDEMNITY IN SECTION 6.1 IS PROVIDED, [ * ].

                           -Page 7-

             ARTICLE VII:  TERM AND TERMINATION

7.1  Unless earlier terminated pursuant to Sections 7.2 or
     7.3, this Agreement shall terminate on May 20, 2006.

7.2  If the [ * ] is not producing a yield that is acceptable
     to Igene, or if Fermic is unable to manufacture the AstaXin(R)
     at the Facility for any reason, including force majeure,
     for a period of in excess of 30 calendar days, Igene may
     terminate this Agreement by providing Fermic with written
     notice of such termination, such termination to be effective
     30 days after such notice is delivered.  Upon such termination,
     neither party shall have any further obligation to the other
     except payment for amounts due the other obligations existing
     as of the date of termination and obligations arising after
     the date of termination under those Articles and Sections of
     the Agreement that specifically survive its termination or
     expiration.

7.3  Either party shall have the right (but not the
     obligation), by giving written notice to the other, to
     terminate this Agreement upon the happening of any of the
     following events:

     o The other party defaults in the performance or
       observance of any agreement contained in this Agreement and
       such default is not cured within 30 days of notice thereof
       from the non-defaulting party.

     o The other party admits in writing its inability to pay
       its debts generally as they become due, files or consents to
       the filing against it of a petition under bankruptcy or any
       insolvency or similar law; appoints or consents to the
       appointment of a receiver of itself of all or a substantial
       part of its property; becomes subject to a court order under
       which all or a substantial part of its property is under the
       control and custody of a court; is subject to an involuntary
       filing against it of a petition under bankruptcy or other
       insolvency law; or is in a circumstance substantially
       similar in character to any of the above.

7.4  Upon termination of this Agreement for any reason, each
     party shall promptly return or destroy all Proprietary
     Information of the other.  Without limiting the foregoing,
     Fermic shall return or destroy all [ * ] and [ * ].
     Each party shall certify in writing to the other that it has
     fully complied with this Section 7.4.

7.5  The following Articles and Sections shall survive
     termination or expiration of this Agreement:  ARTICLE V
     (Confidentiality), ARTICLE VI (Indemnity; Warranty
     Disclaimer), Section 7.4 (return or destruction of
     Proprietary Information); Section 10.3 (independent
     contractor relationship); Section 10.6 (governing law);
     Section 10.7 (dispute resolution); and Section 10.9 (mutual
     indemnification).

           ARTICLE VIII.  RISK OF LOSS; INSURANCE

8.1  Fermic shall bear the risk of loss of the AstaXin(R)
     while the AstaXin(R) is stored at the Facility and at all
     times prior to shipment by Fermic pursuant to Section 3.6
     hereof under a contract of insurance meeting the
     requirements of Section 3.6 hereof.  If the AstaXin(R) is
     damaged or destroyed or its value impaired ([ * ])

                           -Page 8-

     while Fermic bears the risk of loss, Fermic shall reimburse
     Igene for amounts paid for the fermentation capacity
     associated with such damaged, destroyed or impaired AstaXin(R)
     and, if Igene has paid for any raw materials used in the
     production of such AstaXin(R), Fermic shall reimburse Igene
     for the amount so paid for such raw materials.  As between
     Fermic and Igene, the risk of loss shall pass to Igene upon
     shipment of the AstaXin(R) by Fermic in accordance with
     Section 3.6.

8.2  Fermic shall maintain in continuous force insurance
     against loss or damage of the Equipment ([ * ]), the
     Facility, all raw materials (other than the [ * ]),
     work in process, and the AstaXin(R) while it is stored at
     the Facility from all casualty risks and all other risks
     usually insured against by persons operating a similar
     business.  Fermic will authorize its insurance carrier to
     provide a certificate of insurance to Igene verifying such
     insurance coverage.  In the event of any casualty loss to
     Auxiliary Equipment purchased by Igene and installed at the
     Facility prior to payment by Fermic, Fermic hereby assigns
     to Igene the right to collect insurance proceeds up to the
     amount still owed by Fermic.  In the event of any casualty
     loss to the AstaXin(R), Fermic hereby assigns to Igene the
     right to collect insurance proceeds for such loss or damage
     to the extent the loss or damage to the AstaXin(R) is
     covered by insurance maintained by Fermic.

8.3  Igene shall maintain in continuous force insurance
     against loss of or damage to the [ * ].

                 ARTICLE IX.  FORCE MAJEURE

9.1  Except as specifically provided in Section 9.2, no
     failure or omission to carry out or to observe any of the
     terms, provisions or conditions of this Agreement shall give
     rise to any claim by one party against the other, or be
     deemed to be a breach of this Agreement, if such failure or
     omission is caused by one or more of the following: war
     (whether or not declared and whether or not the United
     States is a participant) or hostilities; acts of the public
     enemy or belligerents; sabotage; blockade, revolution,
     insurrection, riot or disorder; expropriation, requisition,
     confiscation or nationalization; embargoes; export or import
     restrictions or rationing or allocation, whether imposed by
     law, decree or regulation or by voluntary cooperation of
     industry at the instance or request of any governmental
     authority or organization owned or controlled by any
     government or person purporting to act therefor;
     interference by, or restriction or onerous regulation
     imposed by, any governmental authority to whose jurisdiction
     the party is subject; act of God; fire; earthquake; storm;
     epidemics; quarantine; strikes, lockouts or other labor
     disturbances;  or explosion.;  or any other event, matter or
     thing wherever occurring, and whether or not of the same
     class or kind as those set forth above which, by exercise of
     due diligence, the party concerned is unable to overcome.

9.2  A party affected by an actual or potential force
     majeure situation shall promptly notify the other party of
     such situation.  Igene shall not be required to pay Fermic a
     rental fee and shall be entitled to a refund for any rental
     fee already paid for any period in excess of 24 hours that
     the Equipment then being used to manufacture AstaXin(R) or

                           -Page 9-

     the Facility is not in operation.  Any refund may be, at
     Igene's option, in the form of a set-off against future
     rental fees.

                  ARTICLE X.  MISCELLANEOUS

10.1 Any notice to be given under this Agreement shall be in
     writing and delivered by a recognized overnight courier
     service, addressed as follows:

     If to Fermic to it at:               If to Igene to it at:

     Fermic, S.A. de C.V.                 Igene Biotechnology, Inc.
     Reforma No. 873 - Iztapalapa         9110 Red Branch Road
     09850 Mexico D.F., Mexico            Columbia, Maryland 21045-2024
     Attention: Mr. Alessandro Falzoni    Attention: Stephen F. Hiu, Ph.D.

     Telephone:     011-525-656-1644      Telephone:     1-410-997-2599
     Facsimile:     011-525-656-1542      Facsimile:     1-410-730-0540

10.2 Failure of either party to insist upon strict
     observance of or compliance with all of the terms of this
     Agreement in one or more instances shall not be deemed to be
     a waiver of its rights to insist upon such observance in the
     future or compliance with the other terms hereof.

10.3 This Agreement shall not be deemed to establish the
     relationship of principal and agent, master and servant or a
     partnership or joint venture of any kind between Fermic and
     Igene, and neither party shall be liable for any act of or
     failure to act by the other party except as expressly
     provided in this Agreement.  Without in any way limiting the
     foregoing, Fermic will be responsible for any liability
     derived from the labor relationship with its employees and
     in no case nor under any circumstances shall Igene be
     considered a direct or substitute employer of Fermic or any
     of Fermic's employees.  Fermic agrees to indemnify Igene
     from any claims demands, liabilities, suits, costs and
     expenses (including reasonable attorneys' fees) of any kind
     or nature whatsoever arising out of claims that Igene has
     liability with respect to Fermic's employees, whether such
     claims, demands, liabilities or suits are of a civil,
     commercial, labor, fiscal or other nature.  This provision
     shall survive termination of this Agreement.

10.4 Except as expressly stated herein, this Agreement
     constitutes the entire understanding and supersedes all
     prior agreements between the parties hereto with respect to
     the subject matter hereof.  The provisions herein shall not
     be extended or modified except by written agreement between
     Fermic and Igene.

10.5 In the event that any provision of this Agreement shall
     be held to be unenforceable, invalid or otherwise
     indefinite, the balance of this Agreement shall continue in
     full force and effect, unless the severance of the portions
     held unenforceable would reasonably frustrate the commercial
     purposes of this Agreement, in which case, reasonable
     efforts will be made to reform this Agreement to achieve
     such commercial purposes.

                           -10-

10.6 This Agreement is written in the English language and
     shall be construed accordingly.  This Agreement shall be
     construed under the laws of the state of Maryland, U.S.A.
     without reference to conflict of law principles.

10.7 The parties will use their best efforts to resolve by
     negotiation any dispute, controversy or claim which may
     arise in connection with this Agreement.  In the event the
     parties cannot directly resolve such dispute, controversy or
     claim, the parties agree to be bound by arbitration to occur
     in New York, New York.  The arbitration is to be conducted
     in English by a single arbitration acceptable to both
     parties in accordance with the Rules of Conciliation and
     Arbitration of the International Chamber of Commerce.  The
     arbitration decision shall be binding and non-appealable.

10.8 This Agreement may not be assigned by Fermic without
     the prior written consent of Igene.  This Agreement shall
     inure to the benefit of and be binding on the successors and
     permitted assigns of the parties.

10.9 The parties have agreed to execute this Agreement and
     acknowledge that there are no known issues or problems under
     the laws of Mexico that might impact the structure, terms or
     conditions of the transactions contemplated hereby.  In the
     event any such issues or problems arise, the parties agree
     to use good faith efforts to clarify or resolve all issues
     and problems in a manner that preserves to the fullest
     extent possible the intent of this Agreement as executed and
     avoids frustration of the commercial purposes hereof.


IN WITNESS WHEREOF the parties have caused this instrument
to be executed in duplicate as of the year and day first
above written.

FERMIC S.A. de C.V.                IGENE BIOTECHNOLOGY, INC.


By: /s/ Alessandro Falzoni         By: /s/ Stephen F. Hiu, Ph.D.
    ______________________             _________________________
    Director 	                     President


Date: December 21, 2000            Date: December 18, 2000

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