Exhibit 10.11

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

      THIS  FIRST  AMENDMENT  TO INDENTURE,  SECURITIES,  WARRANT
AGREEMENT  AND  WARRANT CERTIFICATES (this "First Amendment")  is
made as of and shall be effective for all purposes as of the 18th
day  of March, 2003, 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  (the "Indenture") between the Company  and  the
Trustee,  the Company issued and sold $5,000,000 of its 8%  notes
due March 31, 2003 (collectively 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, the Company and the Consenting Holders (as defined
below)   desire   to  amend  the  Indenture  and  Securities   as
hereinafter  provided to reflect the extension  of  the  maturity
date  on the Securities from March 31, 2003 until March 31, 2006;
and

      WHEREAS,  the Company and the Consenting Holders 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 $.10 to $.075; and

      WHEREAS,  the  terms contained in this First 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
First Agreement hereby agree as follows:

      1.   Incorporation of Recitals.  The foregoing Recitals are
incorporated  in this First 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 is hereby amended to replace
"March  31,  2003" with "March 31, 2006" wherever such  term  may
appear,  thereby  extending the maturity date of  the  Securities
until  March 31, 2006. The Indenture is hereby amended to delete,
in its entirety, Section 9.03 thereof.

      4.   Amendment of Warrant Agreement.  The Warrant Agreement
and  each Warrant Certificate is hereby amended to replace "$.10"
with ".075" wherever such term may appear.

       5.     Ratification  of  Indenture,  Securities,   Warrant
Agreement and Warrant Certificates.  Except as set forth in  this
First  Amendment, all the terms and conditions contained  in  the
Indenture,  Securities, Warrant Agreement or Warrant  Certificate
are  hereby  ratified and shall remain in full force and  effect.
In  the event that any of the terms, conditions and provisions of
this  First  Amendment  shall conflict with  any  of  the  terms,
conditions  and provisions of the Indenture, Securities,  Warrant
Agreement  or Warrant Certificates then, and in such  event,  the
terms,  conditions and provisions of this First  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 First Amendment.

      6.   Effective Date of First Amendment.  The effective date
of this First Amendment shall be March 18, 2003.

      7.   Counterparts.  This First 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 First 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
First  Amendment  and shall not be responsible  for  any  of  the
recitals set forth herein.


[Signature Page Follows]

      IN  WITNESS WHEREOF, and intending to be legally bound, the
Company,  Trustee  and  Warrant  Agent  have  caused  this  First
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.


_________________________          By:    _______________________
                                   Name:  _______________________
                                   Title: _______________________


ATTEST:                            THE TRUSTEE AND WARRANT AGENT:

                                   AMERICAN   STOCK  TRANSFER   &
                                   TRUST COMPANY


_________________________          By:    _______________________
                                   Name:  _______________________
                                   Title: _______________________


CONSENT AND WAIVER OF CONSENTING HOLDERS

      Each  of the undersigned, 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 and the Indenture, as set  forth
in  this  First 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  and  Waiver  of
Consenting Holders in accordance with its terms.


CONSENTING HOLDERS:

WITNESS:                           THOMAS L. KEMPNER:


______________________________     ______________________________
                                   Thomas  L.  Kempner,  record
                                   holder of $32,395
                                   principal amount of Securities


WITNESS:                           SIDNEY R. KNAFEL:


______________________________     ______________________________
                                   Sidney R. Knafel, record
				   holder of $1,244,329
                                   principal amount of Securities


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


______________________________     By:___________________________
                                      Thomas L. Kempner
                                      Trustee


______________________________     By:___________________________
                                      William Perlmuth
                                      Trustee

WITNESS:                           Trust U/W of Carl M. Loeb FBO
                                   Alan H. Kempner, record holder
                                   of  $942,773 principal  amount
                                   of Securities


______________________________     By:___________________________
                                      Thomas L. Kempner
                                      Trustee


______________________________     By:___________________________
                                      William Perlmuth
                                      Trustee


WITNESS:                           Trust U/A dated 9/13/1978  FBO
                                   Andrew  G.  Knafel, holder  of
                                   $340,341  principal amount  of
                                   Securities


______________________________     By:___________________________
                                      Name:
                                      Trustee

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


______________________________     By:___________________________
                                   Name:
                                   Trustee




WITNESS:                           Bear  Stearns Securities Corp.
                                   confirms    that   it    holds
                                   $944,933  principal amount  of
                                   Securities on behalf of  Trust
                                   U/W of Carl M. Loeb FBO Thomas
                                   L. Kempner and that said trust
                                   has  the  authority to provide
                                   the  above consent and  waiver
                                   with     respect    to    said
                                   Securities  and  Bear  Stearns
                                   Securities    Corp.     hereby
                                   consents   to   the    actions
                                   contemplated    hereby    with
                                   respect to said Securities.


_______________________________    By:____________________________
                                   Name:
                                   Title:

WITNESS:                           Bear  Stearns Securities Corp.
                                   represents   that   it   holds
                                   $942,773  principal amount  of
                                   Securities on behalf of  Trust
                                   U/W  of Carl M. Loeb FBO  Alan
                                   H. Kempner and that said trust
                                   has  the  authority to provide
                                   the  above consent and  waiver
                                   with     respect    to    said
                                   Securities,  and Bear  Stearns
                                   Securities    Corp.     hereby
                                   consents   to   the    actions
                                   contemplated    hereby    with
                                   respect to said Securities.


_______________________________    By:____________________________
                                   Name:
                                   Title: