exv10w51



 


Exhibit 10.51



ASSET SALE AND PURCHASE AGREEMENT



BY AND AMONG



FERMPRO MANUFACTURING, LP,



(“SELLER”)



ASTRAL TECHNOLOGIES, INC.,



(Its General Partner)



THE LIMITED PARTNERS IDENTIFIED ON SCHEDULE 1



(Collectively, the “PARTNERS”)



AND



MARTEK BIOSCIENCES CORPORATION



(“BUYER”)




 









 



TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Page	 
	 	 	 	 	 	 	 	
	 
	1.	 	SALE AND PURCHASE OF ASSETS; ASSUMPTION OF LIABILITIES	 	 	  1	 
	 	 	
1.1.
	 	Asset Sale
	 	 	  1	 
	 	 	
1.2.
	 	Purchase Price
	 	 	  1	 
	 	 	
1.3.
	 	Purchase Price Adjustment
	 	 	  3	 
	 	 	
1.4.
	 	Assumption of Liabilities
	 	 	  4	 
	2.	 	REPRESENTATIONS AND WARRANTIES BY SELLER	 	 	  4	 
	 	 	
2.1.
	 	Organization and Standing
	 	 	  5	 
	 	 	
2.2.
	 	Authorization
	 	 	  5	 
	 	 	
2.3.
	 	Litigation; Compliance with Law
	 	 	  5	 
	 	 	
2.4.
	 	Financial Statements and Condition; Liabilities
	 	 	  6	 
	 	 	
2.5.
	 	Assets; Consents
	 	 	  7	 
	 	 	
2.6.
	 	Zoning and Use
	 	 	  8	 
	 	 	
2.7.
	 	No Mechanic’s Liens
	 	 	  8	 
	 	 	
2.8.
	 	No Condemnation Proceedings; Roadways
	 	 	  8	 
	 	 	
2.9.
	 	Existing Financing
	 	 	  8	 
	 	 	
2.10.
	 	CSX Transportation, Inc. Agreements
	 	 	  9	 
	 	 	
2.11.
	 	Oral Agreements
	 	 	  9	 
	 	 	
2.12.
	 	Construction and Condition of Improvements
	 	 	  9	 
	 	 	
2.13.
	 	Mechanical Warranties
	 	 	10	 
	 	 	
2.14.
	 	Operating and Other Agreements
	 	 	10	 
	 	 	
2.15.
	 	Utilities
	 	 	10	 
	 	 	
2.16.
	 	Assessed Valuation and Real Estate Taxes
	 	 	10	 
	 	 	
2.17.
	 	Condition of Tangible Assets
	 	 	10	 
	 	 	
2.18.
	 	Intellectual Property
	 	 	11	 
	 	 	
2.19.
	 	Reports and Records
	 	 	11	 
	 	 	
2.20.
	 	Contracts
	 	 	11	 
	 	 	
2.21.
	 	Conflicts
	 	 	12	 
	 	 	
2.22.
	 	Related Parties
	 	 	12	 
	 	 	
2.23.
	 	Taxes
	 	 	13	 
	 	 	
2.24.
	 	Employee Benefit Plans
	 	 	13	 
	 	 	
2.25.
	 	Environmental Matters
	 	 	15	 
	 	 	
2.26.
	 	Labor Relations
	 	 	17	 
	 	 	
2.27.
	 	Insurance
	 	 	17	 
	 	 	
2.28.
	 	Investment Intent
	 	 	17	 
	 	 	
2.29.
	 	Experience
	 	 	18	 
	 	 	
2.30.
	 	Disclosure
	 	 	18	 
	3.	 	REPRESENTATIONS AND WARRANTIES BY BUYER	 	 	18	 
	 	 	
3.1.
	 	Organization and Standing
	 	 	18	 
	 	 	
3.2.
	 	Authorization
	 	 	18	 
	 	 	
3.3.
	 	Capitalization
	 	 	19	 
	 	 	
3.4.
	 	Martek Reports; Financial Statements
	 	 	19	 




- i -









 




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	3.5.	 	 	Absence of Certain Changes	 	 	20	 
	 	 	 	3.6.	 	 	Litigation; Compliance with Law	 	 	21	 
	 	 	 	3.7.	 	 	Issuance and Delivery of New Shares	 	 	21	 
	 	 	 	3.8.	 	 	Form S-3 Eligibility; Rule 144	 	 	21	 
	 	 	 	3.9.	 	 	Disclosure	 	 	21	 
	4.	 	REGISTRATION EXPENSES AND PROCEDURES	 	 	22	 
	 	 	 	4.1.	 	 	Registration Expenses and Procedures	 	 	22	 
	 	 	 	4.2.	 	 	New Share Indemnification	 	 	24	 
	 	 	 	4.3.	 	 	Rule 144	 	 	27	 
	5.	 	COVENANTS AND AGREEMENTS OF SELLER	 	 	27	 
	 	 	 	5.1.	 	 	Negative Covenants	 	 	27	 
	 	 	 	 	 	 	5.1.1.
	 	Dispositions; Mergers
	 	 	27	 
	 	 	 	 	 	 	5.1.2.
	 	Accounting Principles and Practices
	 	 	27	 
	 	 	 	 	 	 	5.1.3.
	 	Additional Agreements and Additional Liabilities
	 	 	27	 
	 	 	 	 	 	 	5.1.4.
	 	Breaches; Employment Contracts
	 	 	28	 
	 	 	 	 	 	 	5.1.5.
	 	Actions Affecting Contracts
	 	 	28	 
	 	 	 	 	 	 	5.1.6.
	 	Accounts
	 	 	28	 
	 	 	 	 	 	 	5.1.7.
	 	Representations, Warranties and Covenants
	 	 	28	 
	 	 	 	 	 	 	5.1.8.

	 	Employees
	 	 	28	 
	 	 	 	 	 	 	5.1.9.
	 	Modification of CSX Agreements
	 	 	28	 
	 	 	 	 	 	 	5.1.10.
	 	New Leases
	 	 	29	 
	 	 	 	 	 	 	5.1.11.
	 	Exclusivity
	 	 	29	 
	 	 	 	5.2.	 	 	Affirmative Covenants	 	 	29	 
	 	 	 	 	 	 	5.2.1.
	 	Preserve Existence
	 	 	29	 
	 	 	 	 	 	 	5.2.2.
	 	Normal Operations
	 	 	29	 
	 	 	 	 	 	 	5.2.3.
	 	Taxes
	 	 	29	 
	 	 	 	 	 	 	5.2.4.
	 	Partnership and Corporate Action
	 	 	30	 
	 	 	 	 	 	 	5.2.5.
	 	Transfer Tax; Bulk Sales
	 	 	30	 
	 	 	 	 	 	 	5.2.6.
	 	Access
	 	 	30	 
	 	 	 	 	 	 	5.2.7.
	 	Other Information
	 	 	30	 
	 	 	 	 	 	 	5.2.8.
	 	Engineering Inspections
	 	 	30	 
	 	 	 	 	 	 	5.2.9.
	 	Insurance
	 	 	31	 
	 	 	 	 	 	 	5.2.10.
	 	Financial Statements; Adjustments
	 	 	31	 
	 	 	 	 	 	 	5.2.11.
	 	Consents and Permits
	 	 	31	 
	 	 	 	 	 	 	5.2.12.
	 	CSX Estoppels
	 	 	31	 
	 	 	 	 	 	 	5.2.13.
	 	Environmental Liens
	 	 	32	 
	 	 	 	 	 	 	5.2.14.
	 	401(k) Retirement Plan
	 	 	32	 
	 	 	 	 	 	 	5.2.15.
	 	Payment of Accrued Vacation
	 	 	32	 
	 	 	 	5.3.	 	 	Confidentiality	 	 	32	 
	 	 	 	5.4.	 	 	Employment Taxes	 	 	32	 
	 	 	 	5.5.	 	 	Employees	 	 	33	 
	 	 	 	5.6.	 	 	Removal of Materials	 	 	33	 
	6.	 	COVENANTS AND AGREEMENTS OF BUYER	 	 	33	 
	 	 	 	6.1.	 	 	Confidentiality	 	 	33	 




- ii -









 




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	
6.2.	 	 	Corporate Action
	 	 	33	 
	 	 	 	
6.3.	 	 	Employment of Employees
	 	 	33	 
	 	 	 	
6.4.	 	 	Employment of Management Employees
	 	 	34	 
	 	 	 	
6.5.	 	 	Access
	 	 	34	 
	 	 	 	
6.6.	 	 	Martek’s 401(k) Plan
	 	 	34	 
	 	 	 	
6.7.	 	 	Conditions to Close
	 	 	34	 
	7.	 	 	CONDITIONS PRECEDENT TO BUYER’S OBLIGATION TO CLOSE
	 	 	35	 
	 	 	 	
7.1.	 	 	Representations and Covenants
	 	 	35	 
	 	 	 	
7.2.	 	 	Consents
	 	 	35	 
	 	 	 	
7.3.	 	 	Delivery of Documents
	 	 	35	 
	 	 	 	
7.4.	 	 	Financial Statements
	 	 	35	 
	 	 	 	
7.5.	 	 	Title Insurance
	 	 	35	 
	 	 	 	
7.6.	 	 	Current Survey
	 	 	35	 
	 	 	 	
7.7.	 	 	Legal Proceedings
	 	 	36	 
	 	 	 	
7.8.	 	 	Genencor International, Inc. Note
	 	 	36	 
	 	 	 	
7.9.	 	 	Satisfactory Resolution of Liabilities
	 	 	36	 
	 	 	 	
7.10.	 	 	Employment Arrangements
	 	 	36	 
	 	 	 	
7.11.	 	 	Absence of Material Change
	 	 	36	 
	 	 	 	
7.12.	 	 	Termination of Seller’s Retiree Health Insurance Plan
	 	 	36	 
	 	 	 	
7.13.	 	 	Failure of Condition
	 	 	36	 
	 	 	 	
7.14.	 	 	Additional Agreements and Additional Liabilities
	 	 	37	 
	8.	 	 	CONDITIONS PRECEDENT TO SELLER’S OBLIGATION TO CLOSE
	 	 	37	 
	 	 	 	
8.1.	 	 	Representations and Covenants
	 	 	37	 
	 	 	 	
8.2.	 	 	Consents
	 	 	38	 
	 	 	 	
8.3.	 	 	Delivery by Buyer
	 	 	38	 
	 	 	 	
8.4.	 	 	Legal Proceedings
	 	 	38	 
	 	 	 	
8.5.	 	 	Grant of Stock Options
	 	 	38	 
	 	 	 	
8.6.	 	 	Failure of Condition
	 	 	38	 
	9.	 	 	THE CLOSING
	 	 	39	 
	 	 	 	
9.1.	 	 	Closing
	 	 	39	 
	 	 	 	
9.2.	 	 	Delivery by Seller
	 	 	39	 
	 	 	 	 	 	 	9.2.1.    Warranty Deed
	 	 	39	 
	 	 	 	 	 	 	9.2.2.    Bill of Sale (Personalty)
	 	 	39	 
	 	 	 	 	 	 	9.2.3.    Assignment of CSX Agreements
	 	 	39	 
	 	 	 	 	 	 	9.2.4.    Books and Records
	 	 	39	 
	 	 	 	 	 	 	9.2.5.    Original Documents
	 	 	39	 
	 	 	 	 	 	 	9.2.6.    Opinion of Seller’s Counsel
	 	 	40	 
	 	 	 	 	 	 	9.2.7.    Foreign Person Affidavit
	 	 	41	 
	 	 	 	 	 	 	9.2.8.    Consents
	 	 	41	 
	 	 	 	 	 	 	9.2.9.    Certificate Concerning Amendments and Additional
Agreements
	 	 	41	 
	 	 	 	 	 	 	9.2.10.  UCC Report
	 	 	41	 




- iii -









 




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	9.2.11.	 	 	Certified Resolutions
	 	 	42	 
	 	 	 	 	 	9.2.12.	 	 	Officers’ Certificates
	 	 	42	 
	 	 	 	 	 	9.2.13.	 	 	Seller’s IRS Form 8594
	 	 	42	 
	 	 	 	 	 	9.2.14.	 	 	Expense Payment
	 	 	42	 
	 	 	 	 	 	9.2.15.	 	 	Keys
	 	 	42	 
	 	 	 	 	 	9.2.16.	 	 	Title Company Documents
	 	 	43	 
	 	 	 	 	 	9.2.17.	 	 	Agreements and Instruments
	 	 	43	 
	 	 	 	 	 	9.2.18.	 	 	Proof of Insurance
	 	 	43	 
	 	 	 	 	 	9.2.19.	 	 	Easement and Shared Facilities Agreement
	 	 	44	 
	 	 	 	 	 	9.2.20.	 	 	Access Easement Agreement
	 	 	44	 
	 	 	 	 	 	9.2.21.	 	 	Additional Environmental Reports
	 	 	44	 
	 	 	 	 	 	9.2.22.	 	 	Disposal or Treatment of Hazardous Materials
	 	 	44	 
	 	 	9.3.	 	Delivery by Buyer.	 	 	44	 
	 	 	 	 	 	9.3.1.	 	 	Purchase Price Payment
	 	 	44	 
	 	 	 	 	 	9.3.2.	 	 	Agreements and Instruments
	 	 	44	 
	 	 	 	 	 	9.3.3.	 	 	Certified Resolutions
	 	 	45	 
	 	 	 	 	 	9.3.4.	 	 	Officers’ Certificate
	 	 	45	 
	 	 	 	 	 	9.3.5.	 	 	Opinion of Buyer’s Counsel
	 	 	45	 
	 	 	 	 	 	9.3.6.	 	 	Buyer’s IRS Form 8594
	 	 	46	 
	10.	 	CONDEMNATION AND CASUALTY	 	 	46	 
	 	 	10.1.	 	Procedure Upon Condemnation or Substantial Fire or
Other Casualty	 	 	46	 
	 	 	10.2.	 	Risk of Loss	 	 	46	 
	11.	 	SURVIVAL; INDEMNIFICATION	 	 	46	 
	 	 	11.1.	 	Survival of Seller’s Representations and Warranties	 	 	46	 
	 	 	11.2.	 	Indemnification by Seller	 	 	47	 
	 	 	11.3.	 	Survival of Buyer’s Representations	 	 	47	 
	 	 	11.4.	 	Indemnification by Martek	 	 	47	 
	 	 	11.5.	 	Conditions of Indemnification	 	 	48	 
	 	 	11.6.	 	Post-Closing Escrow	 	 	49	 
	 	 	11.7.	 	Limitations on Indemnification	 	 	49	 
	12.	 	TERMINATION	 	 	50	 
	13.	 	ALLOCATION OF PURCHASE PRICE	 	 	50	 
	14.	 	REMEDIES	 	 	51	 
	15.	 	ADDITIONAL ACTIONS AND DOCUMENTS	 	 	51	 
	16.	 	BROKERS	 	 	52	 
	17.	 	EXPENSES	 	 	52	 
	18.	 	NOTICES	 	 	52	 
	19.	 	WAIVER	 	 	54	 
	20.	 	BENEFIT AND ASSIGNMENT	 	 	54	 
	21.	 	REMEDIES CUMULATIVE	 	 	54	 
	22.	 	ENTIRE AGREEMENT; AMENDMENT	 	 	55	 
	23.	 	SEVERABILITY	 	 	55	 
	24.	 	HEADINGS	 	 	55	 




- iv -










 




	 	 	 	 	 	 	 	 	 
	25.
	 	GOVERNING LAW; ARBITRATION	 	 	55	 
	26.
	 	DEFINITIONS AND REFERENCES	 	 	56	 
	27.
	 	ANNOUNCEMENTS	 	 	65	 
	28.
	 	SIGNATURE IN COUNTERPARTS	 	 	65	 
	EXHIBITS AND SCHEDULES	 	 	 	 	 	 





- v -














 





 ASSET SALE AND PURCHASE AGREEMENT



          THIS ASSET SALE AND PURCHASE AGREEMENT (the “Agreement”) is entered into
as of this 21st day of July, 2003 by and among, FermPro
Manufacturing, LP, a
Georgia limited partnership (“Seller”), Astral Technologies, Inc., a South
Carolina corporation and the general partner of Seller (“Astral”), the limited
partners of Seller identified on  Schedule 1 hereto (the
“Management Employees”) and Martek Biosciences
Corporation, a Delaware
corporation (“Martek”), on behalf of itself or a wholly-owned corporation or
entity to be formed by it (“Buyer”).



          WHEREAS, Seller owns and operates a large-scale fermentation facility in
Kingstree, South Carolina; and



          WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell
to Buyer, all the Assets (as defined in  Section 26 hereof)
all in accordance with and subject to the terms and conditions hereinafter set
forth.



          NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements hereinafter set forth, the parties hereto hereby agree
as follows:



1. SALE AND PURCHASE OF ASSETS; ASSUMPTION OF LIABILITIES



     1.1. Asset Sale


          In reliance upon the representations, warranties, covenants and agreements
contained herein, and subject to the terms and conditions hereof, Seller agrees
to sell, assign, transfer, convey and deliver to Buyer, and Buyer agrees to
purchase from Seller, the Assets, not including the Excluded Assets, and assume
the Assumed Liabilities, not including the Excluded Liabilities, at the
Closing.



     1.2 Purchase Price


          (a) For and in consideration of the conveyances and assignments described
herein and in addition to the assumption of liabilities as set forth in
 Section 1.4, Buyer agrees to pay to Seller, and Seller
agrees to accept from Buyer, for the Assets, at Closing (such consideration,
together with the consideration referred to in Section 1.2(b), the “Purchase
Price”) (i) $5,000,000, of which $75,000 already has been paid to Seller, in
cash, as an earnest money deposit (the “Deposit”), and the remainder of which
shall be paid in cash by wire transfer of immediately available funds to an
account specified by Seller (the “Cash Portion”); and (ii) 49,915 shares of
common stock, par value $.10, of Martek (the “Initial Shares,” and together
with the Milestone Shares, the “New Shares”). The Initial



 






 





Shares shall be issued to Seller at Closing and will be subject to the
registration rights provisions of  Section 4 hereof.


          (b) For and in consideration of the conveyances and assignments described
herein and in addition to the assumption of liabilities as set forth in Section
1.4, 74,873 shares of common stock, par value $.10 of Martek, (the “Milestone
Shares”) shall be deemed to be issued to Seller at Closing, but shall be
immediately deposited in an escrow account pursuant to  Section
11.6, and, subject to the terms of the Post-Closing Escrow Agreement,
shall not be transferable by Seller while under such escrow arrangement but
shall be distributed from escrow, in part, upon the occurrence of each of the
events set forth in (i) through (iii) below (each, a “Milestone Event”),
beginning on the first anniversary of the Closing Date and ending no later than
the fourth anniversary of the Closing Date:



               (i) on the first anniversary of the Closing Date, if, during the
immediately preceding thirty (30) day period, the new fermentation, harvesting
and extraction equipment related to the production of DHA and installed after
the Closing Date (the “DHA Equipment”) has produced at least eighty percent
(80%) of its Theoretical Capacity, fifty percent (50%) of the Milestone Shares
remaining in the escrow account and not the subject of any escrow claims will
be released from escrow and delivered to Seller in accordance with the terms
and conditions of the Post-Closing Escrow Agreement; 
provided,  however, that, if during the
immediately preceding thirty (30) day period, events or circumstances have
occurred that, in the reasonable view of Buyer, were outside of the direct
control of the Management Employees and such events or circumstances were a
direct cause of the failure to meet the required Theoretical Capacity, then, so
long as, during the first consecutive thirty (30) day period ending after the
first anniversary of the Closing Date during which no such events or
circumstances have occurred, the DHA Equipment produced at least eighty percent
(80%) of its Theoretical Capacity, fifty percent (50%) of the Milestone Shares
remaining in the escrow account and not the subject of any escrow claims will
be released from escrow and delivered to Seller in accordance with the terms
and conditions of the Post-Closing Escrow Agreement;



               (ii) on the second anniversary of the Closing, for each of the Management
Employees that remains employed by Buyer, or has been approved to leave
employment by Buyer for reasons other than job performance, one-sixth
(1/6th)
of the Milestone Shares remaining in the escrow account and not the subject of
any escrow claims shall be released from escrow and delivered to Seller in
accordance with the terms and conditions of the Post-Closing Escrow Agreement;
and



               (iii) on the fourth anniversary of the Closing Date, any Milestone Shares
remaining in the escrow account will be released from escrow and delivered
to Seller in accordance with the terms and conditions of the Post-Closing
Escrow Agreement.



 - 2 - 






 





          Within five (5) business days of the occurrence of a Milestone Event,
Buyer and Seller shall execute and deliver to the escrow agent a joint written
direction, substantially in the form of Exhibit A to the Post-Closing Escrow
Agreement, which shall direct the escrow agent to release the appropriate
number of Milestone Shares to Seller.



          (c) The Purchase Price shall be allocated among the Assets in accordance
with  Section 13.



          (d) Martek hereby acknowledges that Seller will distribute the New Shares
to Astral and the Management Employees effective as of the Closing Date and
that, at Closing, Martek shall cause to be issued certificates evidencing the
New Shares to Astral and the Management Employees in such denominations as
directed by Seller prior to the Closing.



     1.3. Purchase Price Adjustment


          (a) Within sixty (60) days following the Closing Date, Seller shall
prepare, in consultation with Buyer, and deliver to Buyer a balance sheet for
Seller as of June 30, 2003 (the “June 30 Balance Sheet”) on a basis consistent
with the December 31 Balance Sheet, attached hereto as  Schedule
1.3. If the June 30 Balance Sheet reflects a positive or negative
change from the December 31 Balance Sheet in Seller’s net worth of more than
$100,000, the Purchase Price shall be increased or decreased, as the case may
be, dollar for dollar by the amount of such change.



          (b) In preparing the December 31 Balance Sheet and the June 30 Balance
Sheet, adjustments have been and will be made to eliminate the Excluded Assets,
Excluded Liabilities, the accrued interest on the Note from January 1, 2003
through June 30, 2003, and the New Tank Expenses.



          (c) If Buyer objects to Seller’s June 30 Balance Sheet, Buyer shall give
Seller written notice of the objections and Seller and Buyer shall use
reasonable efforts to resolve the differences. If within thirty (30) days
after the date on which Buyer has given Seller notice of its objections, the
parties have not reached agreement, any dispute related thereto shall be
referred to Deloitte & Touche LLP and resolved within thirty (30) days after
such referral. The independent accounting firm’s determination shall be
conclusive and binding upon the parties hereto. The costs, expenses, and fees
of the independent accounting firm shall be borne equally by the parties.



          (d) Upon
the later of (i) the Closing Date and (ii) the third
(3rd)
business day after the final determination of any adjustment pursuant to
Section 1.3(a), an amount shall be payable to an account
designated by Seller or Buyer, as the case may be, as follows: (A) if the
Purchase Price is to be increased by the

 - 3 - 






 





adjustment, Buyer shall pay to Seller
in cash the amount of such increase; and (B) if the Purchase Price is to be
decreased by the adjustment, Seller shall pay to Buyer the amount of such
decrease using, in its sole discretion, cash or the Initial Shares.


     1.4. Assumption of Liabilities


          At the Closing, Buyer shall assume only the liabilities and obligations of
Seller set forth below (collectively, the “Assumed Liabilities”):



          (a) The liabilities and obligations of Seller to be performed after the
Closing Date under the Assumed Contracts.



          (b) The liabilities and obligations of Seller to be performed after the
Closing Date under any Additional Agreements entered into after the date hereof
in compliance with  Section 5.1.3 and which are identified
in the certificate to be delivered pursuant to  Section
9.2.9.



          (c) The liabilities of Seller as of the Closing Date consistent with the
June 30 Balance Sheet, other than (i) the liabilities related to accrued
vacation benefits, accrued 401(k) retirement plan contributions, any severance
benefits or Seller’s post-retirement medical benefits plan obligations and (ii)
liabilities related to the Excluded Assets.



          (d) The Note with a face amount of $10 million, plus accrued interest,
made by Seller and held by Genencor International, Inc. subject to
modifications to be negotiated by Martek with Genencor International, Inc.
prior to Closing.



          (e) The liabilities of Seller incurred after the date hereof in the
ordinary course of business prior to the Closing Date to the extent permitted
under  Section 5.1;  provided, 
however, that no liability shall be assumed in connection with
ordinary course of business liabilities related to the Excluded Assets.



          Buyer shall not assume or be deemed to assume any debts, liabilities or
obligations of Seller except as specified in this  Section
1.4. Without limiting the generality of the foregoing, Buyer shall
not assume, and Seller shall continue to bear sole responsibility for, any and
all actions, causes of actions and claims to recover under any one or more of
Sections 544 through 550 and 553 of the United States Bankruptcy Code or under
any corresponding provision of state law (collectively, “Avoidance Actions”).



2. REPRESENTATIONS AND WARRANTIES BY SELLER



          Seller represents and warrants to Buyer as follows:



 - 4 - 






 





     2.1. Organization and Standing


          Seller and Astral are duly organized, validly existing and in good
standing under the laws of their respective states of organization and are duly
qualified to do business and are in good standing in the State of South
Carolina. Neither the nature of the business conducted by either Seller or
Astral, nor the character of the properties owned, leased or otherwise held by
them makes any such qualification necessary in any other state, country,
territory or jurisdiction. Seller and Astral have the full and unrestricted
power and authority, corporate and otherwise, to own, lease and otherwise to
hold and operate the Assets, to carry on their respective businesses as now
conducted, and to enter into and perform the terms of this Agreement, the other
Seller Documents and the transactions contemplated hereby and thereby. Seller
has no subsidiaries. Except as set forth on  Schedule 2.1,
Seller has no equity investment or other interest in, nor has Seller made any
advance or loan to, any corporation, association, partnership, joint venture or
other entity.



     2.2. Authorization


          The execution, delivery and performance of this Agreement and of the other
Seller Documents, and the consummation of the transactions contemplated hereby
and thereby, have been duly and validly authorized by all necessary action of
Seller and Astral and by any other necessary corporate, shareholder or
partnership actions of Seller and Astral (none of which actions has been
modified or rescinded and all of which actions are in full force and effect).
This Agreement constitutes, and upon execution and delivery each other Seller
Document will constitute, a valid and binding agreement and obligation of
Seller, Astral and the Management Employees (collectively, the “Seller
Parties”), enforceable in accordance with its respective terms, except as the
same may be limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors’ rights or the exercise of judicial discretion
and the application of principles of equity. Except as specified in 
Schedule 2.2, the execution, delivery and performance by Seller,
Astral and the Management Employees of this Agreement and of the other Seller
Documents will not require the consent, approval or authorization of any
person, entity or Governmental Authority.



     2.3. Litigation; Compliance with Law


          Except as disclosed on  Schedule 2.3, there is no
action, suit, investigation, claim, arbitration or litigation pending or, to
Seller’s Knowledge, threatened against, affecting or involving either Seller,
Astral, the Assets, Seller’s business and operations, or the transactions
contemplated by this Agreement or any
other Seller Document, at law or in equity, or before or by any court,
arbitrator or Governmental Authority that (i) would reasonably be likely to
have a Material Adverse Effect upon the Assets or Seller’s business and
operations or (ii) which may



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affect Seller’s ability to perform its obligations
under this Agreement or any other Seller Document. Seller is not operating
under or subject to any order, award, judgment, decree or injunction of any
court, arbitrator or Governmental Authority except for those listed in
 Schedule 2.3. No Governmental Authority has at any time
challenged, questioned, or commenced or given notice of intention to commence
any investigation relating to the legal right of Seller to conduct the business
and operations of Seller as now or heretofore conducted by Seller, except as
disclosed on  Schedule 2.3. Seller has complied and is in
compliance in all material respects with all laws, ordinances, regulations,
awards, orders, judgments, decrees and injunctions applicable to Seller or the
Assets, and to Seller’s business and operations, including all federal, state
and local laws, ordinances, regulations and orders pertaining to employment or
labor, safety, health, environmental protection, zoning and other matters.
Seller has obtained and holds all permits, licenses and approvals (all of which
are in full force and effect) from all Governmental Authorities necessary in
order to conduct its business and operations as presently conducted and to own,
use and maintain the Assets, which permits, licenses and approvals are
identified on  Schedule 2.3.


     2.4. Financial Statements and Condition; Liabilities


          The audited financial statements and the notes thereto for the annual
periods ending December 31, 2001 and December 31, 2002, respectively, attached
as  Schedule 2.4, and in each case, previously delivered to
Buyer, have been prepared in accordance with GAAP applied on a consistent basis
throughout the periods involved as compared to prior periods in all material
respects, and present fairly in all material respects the financial positions
and results of operations of Seller as of the dates and for the periods
indicated, subject to normal year-end adjustments with respect to the unaudited
financial statements.



          Except as reflected in the financial statements as of December 31, 2002,
including the notes thereto, there exist no liabilities of Seller relating to
the business conducted by it, contingent or absolute, matured or unmatured,
known or unknown that would be required to be reflected on such financial
statements in accordance with GAAP. Since December 31, 2002, neither Seller
nor Astral has made any contract, agreement or commitment or incurred any
obligation or liability (contingent or otherwise) relating to the Assets, other
than any Additional Agreements and other obligations and liabilities incurred
in the ordinary course of business to the extent permitted under 
Section 5.1 (as if such section was in effect since December 31,
2002), nor has there been any discharge or satisfaction of any obligation or
liability owed by Seller, which is not in the ordinary course of business or
which is inconsistent with past business practices. Since December 31, 2002,
there has not occurred any loss or material injury to the Assets as the result
of any fire, accident, act of God or the public enemy, or other casualty,
or any material adverse change in the Assets or in the condition (financial or
otherwise) of the Assets or of the business of Seller that individually or in
the aggregate has had a



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Material Adverse Effect. Other than the Retained
Receivables and Investments, neither Seller nor Astral has engaged in any
transaction that could reasonably be expected to subject either or both of them
to any Avoidance Actions.


     2.5. Assets; Consents


          (a)  Schedule 2.5(a) contains a listing of all of the
real, personal and fixed assets, and property, both tangible and intangible,
which are owned, used or necessary for Seller’s business and operations as
currently conducted, except those assets not listed, the omission of which is
not material to Seller’s business.



          (b) Seller is the sole and exclusive legal and equitable owner of and has
good and marketable title to the Assets free and clear of any Encumbrances,
except for and subject only to (i) those Encumbrances that are enumerated on
 Schedule 2.5(b)(i) (the “Permitted Encumbrances”), and (ii)
those Encumbrances set forth in  Schedule 2.5(b)(ii), which
shall be removed prior to or contemporaneously with the Closing.



          (c) On the Closing Date, Buyer shall acquire good and marketable title to,
and all of Seller’s right, title and interest in, the Assets, free and clear of
all Encumbrances except for the Permitted Encumbrances. The Assets so acquired
at the Closing shall constitute all of the real, personal and fixed assets and
property, both tangible and intangible, which are owned or used for the
business and operations of Seller as currently conducted, except for Excluded
Assets, except those assets listed on  Schedule 2.5(c),
which are owned or held out for use by Seller’s customers, and those Assets for
which authorizations have not been obtained.



          (d) To Seller’s Knowledge and except as disclosed on  Schedule
2.5(d), the Property and the Improvements are not subject to any
covenant or other restriction preventing or limiting Seller’s right to convey
Seller’s right, title and interest in the Property and the Improvements or to
use the Property and the Improvements for the various purposes for which the
Property and the Improvements are being used.



          (e) The accounts receivable (collectively, the “Accounts Receivable” and
individually an “Account Receivable”) shown on the financial statements as of
December 31, 2002, or thereafter acquired by Seller, excluding the Retained
Receivables and Investments, have been collected or can reasonably be expected
to be collected in amounts not less than the amounts thereof carried on the
books of Seller, without right of recourse, defense, deduction, counterclaim,
offset, or
setoff on the part of the obligor, and the Accounts Receivable reasonably
can be expected to be collected within a reasonable time from the date
incurred, except to the extent of the allowance for doubtful accounts shown on
such balance sheets and except for the Retained Receivables and Investments. A
complete and accurate list,



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dated as of December 31, 2002, of all Accounts
Receivable with respect to Seller’s operations as of such date is attached
hereto as  Schedule 2.5(e).


     2.6. Zoning and Use


          To Seller’s Knowledge and except as may be disclosed in the Survey and the
Title Policy, no part of the Property or the Improvements is subject to any
building or use restrictions which restrict or prevent the present use of the
Property or the Improvements. To Seller’s Knowledge, the Property and the
Improvements are each properly and duly zoned for its current and intended
use(s), and there are no other rights, licenses or authorizations of any kind
necessary to its current or intended use(s). To Seller’s Knowledge, there are
no violations of any rule, regulation, code, resolution, ordinance, statute or
law of any government, governmental agency or insurance board of underwriters,
involving the use, maintenance, operation, or condition of the Property, or the
Assets, or any part thereof. There is no outstanding notice or order of any
governmental authority having jurisdiction over the Property or the Assets not
fully and duly complied with, affecting the use or operation of any part of the
Property or the Assets, or requiring, as of the date hereof or a specified date
in the future, any repairs or alterations or additions or improvements thereto.



     2.7. No Mechanic’s Liens


          Except as set forth in detail on  Schedule 2.7, and
except labor performed and material furnished with respect to the 200,000 liter
tanks being built on behalf of Martek, no labor has been performed or material
furnished for the Property or the Improvements for which Seller has not
heretofore fully paid, or for which a mechanic’s or materialman’s lien or
liens, or any other lien, to Seller’s Knowledge, can be claimed by any person
or entity. At or prior to the Closing, Seller shall pay for all such work,
including the work shown on  Schedule 2.7, in full.



     2.8. No Condemnation Proceedings; Roadways


          To Seller’s Knowledge, there are no condemnation or eminent domain
proceedings pending or contemplated against the Property or any part thereof
and Seller has not received notice, oral or written, of the desire of any
public authority or other entity to take or use the Property or any part
thereof. Seller has not received notice, oral or written, of any change or
proposed change in the route of any major street or road within one (1) mile of
the Property.



     2.9. Existing Financing


          The Property is subject to a Purchase Money Mortgage, Assignment of Rents
and Leases, Security Agreement and Fixture Filing (hereinafter referred to as
the “Mortgage”) in favor of Genencor International, Inc. dated April 27, 1994,
as amended, securing the repayment of a promissory note (hereinafter referred
to as


 - 8 - 






 


the “Note”), dated April 27, 1994, as amended, in the original principal
amount of $10 million dollars. No default exists under the Note or the
Mortgage (Seller having performed all obligations required to be performed by
it thereunder), and no event has occurred which with the lapse of time or the
giving of notice, or both, would constitute a default thereunder. No holder of
the Note has asserted any claim of default by Seller thereunder, nor has any
such holder permitted any moratorium or other postponement or forgiveness of
principal or interest payable thereunder.


     2.10. CSX Transportation, Inc. Agreements


          As of the date hereof, the Property benefits from certain licenses and
other agreements entered into between Seller (or Seller’s predecessor in
interest) and CSX Transportation, Inc. (“CSX”) (or CSX’s predecessor in
interest), which licenses and other agreements are listed on  Schedule
2.10 (the “CSX Agreements”). True and correct copies of all CSX
Agreements affecting the Property have been furnished by Seller to Buyer.



          Each of the CSX Agreements is in good standing, valid and in full force
and effect. To Seller’s Knowledge, CSX has no claim or basis for any claim for
reduction, deduction or set-off against Seller. CSX has not given Seller oral
or written notice of any intent to terminate the CSX Agreements. To Seller’s
Knowledge, no default exists under the CSX Agreements and, to Seller’s
Knowledge, no event has occurred which with the lapse of time or the giving of
notice, or both, would constitute a default thereunder.



     2.11. Oral Agreements


          No oral agreements, except as specifically set forth in detail on
 Schedule 2.11, have been entered into with any person or
entity relating to or connected with the use or occupancy of the Property or
the Improvements.



     2.12. Construction and Condition of Improvements


          To Seller’s Knowledge, the Improvements (including parking areas) and all
systems therein have been constructed in a good and workmanlike manner, are
adequate to the conduct of a fermentation facility of the type and quality of
the Property, subject to ordinary wear and tear. To Seller’s Knowledge, the
Improvements are structurally safe and sound without defects (latent or patent)
and are fit for the purposes for which they were designed and intended,
subject to ordinary wear and tear. To Seller’s Knowledge, all operating
systems of the Property (except the fire alarm system), including, without
limitation, the air conditioning system, the heating system, the humidifying
system, the air filtering system, the plumbing system, the electrical system,
the gas system, the antenna system and the sprinkling system, are now in good
operating condition and will be


 - 9 - 






 


in good operating condition at the time of the
Closing, subject to ordinary wear and tear. The fire alarm system will be in
good operating condition at the time of the Closing, subject to ordinary wear
and tear.


     2.13. Mechanical Warranties


          Except for those warranties relating to the 200,000 liter tanks being
built on behalf of Martek,  Schedule 2.13 sets forth all
warranties (including warranties of labor and workmanship) of manufacturers,
contractors, suppliers and/or installers relating to the Assets or material,
goods and equipment installed in or upon the Property or the Improvements, in
each case, having a value exceeding $10,000. All such warranties are in full
force and effect for the periods indicated on  Schedule
2.13, and except as set forth on  Schedule 2.13,
are transferable to Buyer and will be in full force and effect and transferable
to Buyer at the Closing.



     2.14. Operating and Other Agreements


          Seller has furnished Buyer with a true and correct copy of each agreement
or other instrument having a material effect on the physical operations of the
Property or the Improvements as presently conducted, a true and correct list of
such agreements and instruments (other than Encumbrances, the Note and the
Mortgage) being set forth on  Schedule 2.14.



     2.15. Utilities


          To Seller’s Knowledge, and except as may be disclosed by the inspection(s)
referred to in  Section 5.2.8, usable sanitary and storm
sewers, water, and gas and electrical utilities (collectively, the
“Utilities”), of adequate capacity for the operation of the Property and the
Improvements, are installed in, and are duly connected to, the Property and the
Improvements and can be used without any charge except the normal and usual
metered charges imposed for such Utilities.



     2.16. Assessed Valuation and Real Estate Taxes


          The assessed valuation and real estate taxes as set forth in 
Schedule 2.16 are the assessed valuation of the Property and the
Improvements and the taxes paid or payable for the fiscal year indicated in
such schedule. Except as otherwise set forth in  Schedule
2.16, there are no
additional taxes or charges of any governmental agency paid or payable for
the period indicated in such schedule.



     2.17. Condition of Tangible Assets


          To Seller’s Knowledge, the Improvements and all other tangible Assets are
in good operating condition and repair, free of defects, latent or patent, and
are suitable, adequate and fit for the uses for which they are being used,
subject to



 - 10 - 






 





ordinary wear and tear; and to Seller’s Knowledge and except as may
be disclosed by the inspection(s) referred to in  Section
5.2.8, such Assets and the present use thereof do not violate in any
material respect any applicable licenses, statutes, engineering standards, or
building, fire, zoning, health and safety or any other laws or regulations.


     2.18. Intellectual Property


           Schedule 2.18 contains a true, correct and complete
listing of all Intellectual Property owned or licensed by or registered in the
name of Seller and used or held for use in the business and operations of
Seller, and included among the Assets, and, except for those authorizations
listed in  Schedule 2.2, no consent on the part of any
person is necessary to validate the transfer to Buyer of such Intellectual
Property. Seller pays no royalty to anyone with respect to the Intellectual
Property. To Seller’s Knowledge, Seller owns or possesses all rights to use
all such Intellectual Property necessary to or useful for the conduct of its
business. Seller does not have any knowledge nor has Seller received any
notice to the effect that any service rendered by Seller relating to its
business may infringe on any Intellectual Property right or other legally
protectable right of another.



     2.19. Reports and Records


          All material returns, reports and statements relating to the business of
Seller or the Assets currently required to be filed by Seller with any
governmental instrumentality have been filed and complied with and are true,
correct and complete in all material respects. All such reports, returns and
statements shall continue to be filed on a current basis until the Closing
Date, and will be true, correct, and complete in all material respects. All
logs and business records relating to the business and operations of Seller
have been maintained in all material respects in accordance with good business
practices and are in the possession of Seller.



     2.20. Contracts


           Schedule 2.20 sets forth all of the contracts,
agreements, leases, commitments, arrangements and understandings (both written
and oral) relating to the Assets or to the business and operations thereof,
other than (i)
contracts or commitments which do not require payments of more than Thirty
Thousand Dollars ($30,000) each or Two Hundred Thousand Dollars ($200,000) in
the aggregate, (ii) any contracts, agreements, licenses, commitments and
understandings not assumed by Buyer and (iii) Additional Agreements
(collectively, the “Scheduled Contracts”). Except as permitted by 
Section 5.1.3., Seller has not entered into any agreement or
understanding, whether written or oral, which waives any of Seller’s rights
under any Assumed Contract. Seller has delivered true and complete copies of
all Assumed Contracts (and all amendments and modifications thereto) to Buyer



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prior to the execution of this Agreement, other than those purchase orders and
other customer orders entered into in the ordinary course of business, and
those confidentiality agreements listed in items 92 through 102 of 
Schedule 2.20. The unperformed obligations ascertainable from the
terms on the face of the Assumed Contracts (and any amendments or modifications
thereto) are the only existing unperformed obligations thereunder. To Seller’s
Knowledge, each Assumed Contract is in full force and effect, and constitutes a
valid and binding obligation of, and is legally enforceable in accordance with
its terms against, the parties thereto, except as the same may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors’ rights or the exercise of judicial discretion and the application of
principles of equity. Seller has complied with all of the provisions of the
Assumed Contracts and is not in default thereunder, and to Seller’s Knowledge,
there has not occurred any event which (whether with or without notice, lapse
of time, or the happening or occurrence of any other event) would constitute
such a default. To Seller’s Knowledge and except as indicated on 
Schedule 2.20, there has not been (i) any failure of any party to any
Assumed Contract to comply with the material provisions thereof, (ii) any
default by any party thereunder, (iii) any threatened cancellation, revocation
or limitation thereof, (iv) any outstanding dispute thereunder, or (v) any
basis for any claim of breach or default thereunder.


     2.21. Conflicts


          Except as set forth in  Schedule 2.21, the execution
and delivery of this Agreement and the other Seller Documents, the fulfillment
of and the compliance with the respective terms and provisions of each, and the
consummation of the transactions described in each, do not and will not (i)
conflict with, violate or require any consent, permit, authorization, approval,
waiver, notice or filing under any law, ordinance, regulation, order, award,
judgment, injunction or decree applicable to Seller or to the Assets, or (ii)
conflict with, violate, or result in a breach of, termination of, or constitute
a default under any of the terms, conditions or provisions of Seller’s limited
partnership agreement, Astral’s articles or certificate of incorporation or
bylaws, or any contract, agreement, mortgage, note, bond, indenture, lease,
commitment, arrangement or understanding to which Seller is a party or by which
Seller is bound or to which any of the Assets is subject, or (iii) result in
the acceleration of any indebtedness or in the creation of any Encumbrance upon
the Assets.



     2.22. Related Parties


          Neither Seller nor any partner, shareholder, officer or director of either
Seller or Astral has any interest whatsoever in any corporation, firm,
partnership or other business enterprise which has had any business
transactions with either Seller or Astral relating to the Assets.



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     2.23. Taxes


          Seller has filed all tax returns and forms required to be filed, and has
paid in full all taxes, estimated taxes, interest, penalties, assessments,
deficiencies, fees and other charges which have become due pursuant to such
returns or without returns or pursuant to any assessments received by Seller.
Such returns and forms are true and correct, and Seller is not required to pay
any other taxes except as shown on such returns. The amounts established as a
liability for income and other taxes on the balance sheets of Seller described
in  Section 2.4 are sufficient for all accrued and unpaid
taxes of Seller, whether or not disputed, during or applicable to the periods
ended on the dates of such balance sheets and all years and periods prior
thereto for which Seller may be liable, and Seller will continue to make
adequate provision for such taxes on its books and records prior to the Closing
Date. Seller is not a party to any pending action or proceeding, and there is
no action or proceeding threatened by any Governmental Authorities against
Seller, for assessment or collection of taxes; and no unresolved claim for
assessment or collection of taxes has been asserted against Seller. There are
no outstanding agreements or waivers extending the statutory period of
limitations applicable to any tax return of Seller for any period.



     2.24. Employee Benefit Plans


          (a)  Schedule 2.24(a) contains a list of all “employee
benefit plans” within the meaning of Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”), and all other benefit plans,
programs, policies, practices, procedures, agreements and arrangements (the
“Benefit Plans”), which cover employees or former employees of Seller (the
“Employees”). Seller has delivered to Buyer true and complete copies of all
Benefit Plans and all trust instruments and insurance contracts forming a part
thereof, and all amendments thereto; current summary plan descriptions; where
applicable, the most current determination letter received from the Internal
Revenue Service; and where applicable, annual reports, financial statements and
actuarial reports for the last plan year, which fairly and accurately reflect
the financial condition of the plans. No Employee Plan is an employee stock
ownership plan, a defined benefit plan (as defined in Section 3(35) of ERISA),
a “multiemployer plan” (as defined in Section 3(37) of ERISA), or a voluntary
employees’ beneficiary association (within the meaning of Section 501(c)(9) of
the Code).



          (b) All Benefit Plans are in all material respects in compliance with
ERISA, the Code, and all other applicable laws and have been administered in
all material respects in accordance with the terms of the Benefit Plans. Each
Benefit Plan which is an “employee pension benefit
plan” within the meaning of
Section 3(2) of ERISA (a “Pension Plan”) and which is intended to be qualified
under Section 401(a) of the Code is so qualified, has received a favorable
determination letter from the Internal Revenue Service, and Seller is not aware
of



 - 13 - 






 





any circumstances that could result in revocation of any such favorable
determination letter. Neither Seller nor any ERISA Affiliate (as defined
herein) has contributed or ever been required to contribute to any
multiemployer plan (within the meaning of Section 3(37) of ERISA).


          (c) No liability under Subtitle C or D of Title IV of ERISA has been
incurred by Seller with respect to any ongoing, frozen or terminated Pension
Plan currently or formerly maintained by it or pension plan of any entity which
is or has been considered one employer with Seller under Section 4001 of ERISA
or Section 414 of the Code (an “ERISA Affiliate”).



          (d) All contributions required to be made or accrued as of December 31,
2002, under the terms of any Benefit Plan for which Seller may have liability
have been timely made or have been reflected on the financial statements for
the twelve months ended on such date. Neither any Pension Plan nor any other
pension plan of Seller or any ERISA Affiliate has incurred an “accumulated
funding deficiency” (whether or not waived) within the meaning of Section 412
of the Code or Section 302 of ERISA. Seller has not provided, nor is Seller
required to provide, security to any Pension Plan pursuant to Section
401(a)(29) of the Code.



          (e) Except as disclosed on  Schedule 2.24(e), Seller
has no obligations for retiree health or life benefits for Employees under any
Benefit Plan (a “Retiree Obligation”), except as required by Part 6 of Title I
of ERISA. Seller has reserved the right pursuant to the applicable plan
document to amend or terminate any Retiree Obligation.



          (f) With respect to the Benefit Plans listed on  Schedule
2.24(a), there has occurred no “prohibited transaction,” as defined
in Section 406 of ERISA or Section 4975 of the Code, or breach of any duty
under ERISA or other applicable law (including, without limitation, any health
care continuation requirements or any other tax law requirements, or conditions
to favorable tax treatment, applicable to such plan), which could result,
directly or indirectly, in any material taxes, penalties or other liability to
Seller. No litigation, arbitration, or governmental administrative proceeding
(or investigation) or other proceeding (other than those relating to routine
claims for benefits) is pending or to Seller’s Knowledge threatened with
respect to any such Benefit Plan.



          (g) The Buyer shall be responsible for providing health and medical
coverage to the extent required under Section 4980B of the Code, Part 6 of
Title I of ERISA or any other applicable federal, state or local law or
ordinance (“COBRA Coverage”) to all Employees who are eligible for COBRA
Coverage under Seller’s health plan as of the Closing Date or who with respect
to “qualifying events” (as such term is defined under Sections 4980B(f)(3) of
the Code or 603 of ERISA) or other triggering events described under the
applicable federal, state or local laws or ordinances occur as a result of the
transactions contemplated by this Agreement.



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          (h) Seller shall be responsible for any liability, monetary or otherwise,
under the WARN Act, with regard to Employees, arising prior to the transactions
contemplated by this Agreement.



     2.25. Environmental Matters


          (a) Except as otherwise disclosed on  Schedule 2.25(a),
Seller and Astral have complied for the last three years and are in compliance
with, and the Property and all improvements thereon are in compliance with, all
Environmental Laws.



          (b) Except as otherwise disclosed on  Schedule
2.25(b)(i), to Seller’s Knowledge, neither Seller nor Astral has any
liability, known or unknown, contingent or absolute, under any Environmental
Law, nor is Seller nor Astral responsible for any such liability of any other
person under any Environmental Law, whether by contract, by operation of law or
otherwise. Except as otherwise disclosed on  Schedule
2.25(b)(ii), to Seller’s Knowledge, there are no facts,
circumstances, or conditions existing, initiated or occurring prior to the
Closing Date, which reasonably could be expected to result in liability to
Seller under any Environmental Law. Except as otherwise disclosed on 
Schedule 2.25(b)(iii), there are no pending, or to Seller’s
Knowledge, threatened Environmental Claims, Seller has not, directly or
indirectly, received any written notice of any Environmental Claim from any
Governmental Authority or any other person or entity which claim has not been
fully and finally resolved, and Seller knows of no fact(s) which might
reasonably form the basis for any such Environmental Claim.



          (c) Seller and Astral have been duly issued, and currently have and will
maintain through the Closing Date, all Environmental Permits necessary to
operate the Assets or business of Seller as currently operated. A true and
complete list of all such Environmental Permits, all of which are valid and in
full force and effect, is set forth on  Schedule 2.25(c),
and Seller has provided Buyer with copies of all such Environmental Permits.
Seller and Astral have timely filed applications for all Environmental Permits.
Seller shall cooperate with Buyer to help Buyer arrange for the transfer or
reissuance, as applicable, of the Environmental Permits set forth on 
Schedule 2.25(c).



          (d) (i) Except as set forth on  Schedule 2.25(d)(i), to
Seller’s Knowledge, the Property contains no underground improvements,
including but not limited to treatment or storage tanks, or underground piping
associated with such tanks, used currently or in the past for the management of
Hazardous Materials. (ii) Except as disclosed on  Schedule
2.25(d)(ii), no portion of the Property is or has been used as a dump
or landfill or consists of or, to Seller’s Knowledge, contains filled in land
or wetlands. (iii) With respect to any real property formerly owned, operated,
or leased by Seller or Astral, during the period of such ownership, operation
or tenancy, and except as disclosed on  Schedule
2.25(d)(iii), no portion of



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such property was used as a dump or
landfill, and Seller is not aware of any such use at any time prior to its
ownership, operation, or tenancy of such real property. (iv) Except as
disclosed on  Schedule 2.25(d)(iv), to Seller’s Knowledge
neither PCBs, “toxic mold,” except for bacteria used or produced in the
ordinary course of Seller’s business, nor asbestos-containing materials are
present on or in the Property or the improvements thereon. (v) Except as
disclosed on  Schedule 2.25(d)(v), there has been no Release
of Hazardous Materials at, on, under, or from the Property, nor was there such
a Release at any real property formerly owned, operated or leased by Seller
during the period of such ownership, operation, or tenancy, in any case such
that Seller is or could be liable for Remediation with respect to such
Hazardous Materials.


          (e)  Schedule 2.25(e) identifies all material
environmental assessments, reports, audits and other documents (collectively,
the “Environmental Reports”) in Seller’s possession or under its control that
relate to the Property, compliance with Environmental Laws, or any other real
property that Seller formerly owned, operated, or leased. Seller has furnished
to Buyer copies of the Environmental Reports listed under
Category 1 on  Schedule 2.25(e). To Seller’s Knowledge, any
information Seller has furnished, or will furnish, to Buyer concerning the
environmental conditions of the Property, prior uses of the Property, and the
operations of Seller related to compliance with Environmental Laws is accurate
and complete in all material respects.



          (f) Except as disclosed on  Schedule 2.25(f), to
Seller’s Knowledge, no Property, and no property to which Hazardous Materials
originating on or from such properties or the businesses or Assets of Seller
has been sent for treatment or disposal, is listed or proposed to be listed on
the National Priorities List or CERCLIS or on any other governmental database
or list of properties that may or do require Remediation under Environmental
Laws.



          (g) No Encumbrance in favor of any person relating to or in connection
with any Environmental Claim has been filed or has attached to the Property.



          (h) To Seller’s Knowledge, no authorization, notification, recording,
filing, consent, waiting period, Remediation, or approval is required under any
Environmental Law in order to consummate the transaction contemplated
hereby, except as relates to the transfer or reissuance, as applicable, of the
Environmental Permits.



          (i) Except as disclosed on  Schedule 2.25(i), to
Seller’s Knowledge, no proposed or final regulation published pursuant to
Environmental Laws and no Environmental Permit for which Seller has or should
have applied, could reasonably be expected to result in a capital expenditure
in excess of Fifty Thousand Dollars ($50,000).



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     2.26. Labor Relations


          There are no strikes or work stoppages and, to Seller’s Knowledge, there
are no grievance proceedings, union organization efforts, or other
controversies pending or threatened between Seller and any of its employees or
agents or any union or collective bargaining unit. Seller has complied and is
in compliance in all material respects with all laws and regulations relating
to the employment of labor, including, without limitation, provisions relating
to wages, hours, collective bargaining, occupational safety and health, equal
employment opportunity, and the withholding of income taxes and social security
contributions, except to the extent the failure of which individually or in the
aggregate would not be reasonably likely to have a material effect on Seller’s
business. Except as set forth in  Schedule 2.26 hereto,
there are no collective bargaining agreements, employment agreements between
Seller and any of its employees, or professional service contracts, not
terminable at will relating to the business and operations of Seller. Except
as provided for in  Section 2.24(g), the consummation of the
transactions contemplated hereby will not cause Buyer to incur or suffer any
liability relating to, or obligation to pay, severance, termination, or other
payments to any person or entity. Except as set forth in  Schedule
2.26 hereto, no employee of Seller has any contractual right to
continued employment by Seller following consummation of the transactions
contemplated by this Agreement.  Schedule 2.26 sets forth
an accurate and complete list of all employees of Seller as of July 1, 2003
(the “Current Employees”), and their respective positions with Seller and the
rate of compensation (including salary, bonuses and commissions) of each
Current Employee (the “Employee List”).



     2.27. Insurance


           Schedule 2.27 contains a list and brief description of
all policies of title, property, fire, hazard, casualty, liability, life,
workmen’s compensation, and other forms of insurance of any kind relating to
the Assets or the business and operations of Seller. All such policies: (i)
are in full force and effect; (ii) are sufficient for compliance by Seller with
all requirements of law and of all agreements to which Seller is a party; (iii)
to Seller’s Knowledge, are valid,
outstanding, and enforceable policies; and (iv) insure against risks of
the kind customarily insured against and in amounts customarily carried by
corporations similarly situated and provide adequate insurance coverage for the
Assets.


     2.28. Investment Intent


          Except as contemplated by  Section 1.2(d), each of
Seller, Astral and each Management Employee is acquiring the New Shares to be
issued at Closing for its own account, and none of Seller, Astral or any
Management Employee is acquiring the New Shares with the view to, or for resale
in connection with, any transaction that would be in violation of the Act.



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     2.29. Experience


          Seller represents as follows: (i) it has specific knowledge and
experience in financial and business matters such that it is capable of
evaluating the merits and risks of its purchase of the New Shares; (ii) it is
an “accredited investor” within the meaning of Rule 501 under the Act; and
(iii) it understands and is able to evaluate the New Shares and is able to bear
any economic risks associated with such investment (including, without
limitation, the necessity of holding the securities as may be required by
 Section 4, inasmuch as the New Shares to be issued at
Closing will not have been registered under the Act or any state securities
laws at the time of the Closing).



     2.30. Disclosure


          (a) All facts of material importance to the Assets, to Seller and to the
businesses of Seller and Astral have been fully and truthfully disclosed to
Buyer in this Agreement. No representation or warranty by Seller in, and no
document, statement, certificate, schedule or exhibit to be furnished or
delivered to Buyer pursuant to, this Agreement or any other Seller Document
contains or will contain any untrue or misleading statement of a material fact
or omits or will omit any fact necessary to make the statements contained
herein or therein, in light of the circumstances under which made, not
materially misleading.



          (b) Buyer’s investigation of the financial and operating data, Assets,
Property and other information with respect to the businesses and Assets of
Seller shall in no way affect the obligations of Seller and Astral and each
Management Employee with respect to the agreements, representations,
warranties, covenants and indemnification provisions set forth in this
Agreement.



3. REPRESENTATIONS AND WARRANTIES BY BUYER



          Buyer represents, warrants and covenants to Seller as follows:



     3.1. Organization and Standing


          Buyer is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and by the Closing Date will
be duly qualified to do business as a foreign corporation in South Carolina.
Buyer has all the requisite corporate power and corporate authority to enter
into and perform the terms of this Agreement and the other Buyer Documents and
to carry out the transactions contemplated hereby and thereby.



     3.2. Authorization


          The execution, delivery and performance of this Agreement and of the other
Buyer Documents, and the consummation of the transactions contemplated



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hereby
and thereby, have been duly and validly authorized by all necessary actions of
Buyer and, if Buyer is a subsidiary of Martek, of Martek (none of which actions
has been modified or rescinded and all of which actions are in full force and
effect). This Agreement constitutes, and upon execution and delivery each such
other Buyer Document will constitute, a valid and binding agreement and
obligation of Buyer, enforceable in accordance with its respective terms.
Except as disclosed on  Schedule 3.2, the execution,
delivery and performance by Buyer of this Agreement and the other Buyer
Documents will not require the consent, approval or authorization of any
person, entity or Governmental Authority.


     3.3. Capitalization


          The authorized capital of Martek consists of 105,000,000 shares of capital
stock, (i) of which 100,000,000 shares are designated common stock, par value
$.10 per share (“Common Stock”), of which 26,753,475 shares of Common Stock
were outstanding and were duly authorized, validly issued, fully paid and
nonassessable on April 30, 2003, and (ii) of which 5,000,000 shares are
designated preferred stock, par value $.01 per share, none of which were
outstanding on April 30, 2003 or are outstanding on the date hereof. Martek
has no other classes of stock authorized or outstanding. As of April 30, 2003,
there were 436,470 shares of Common Stock reserved for issuance under Martek’s
Stock Option Plans. As of April 30, 2003, options and warrants to purchase
4,565,767 and 231,299 shares of Common Stock, respectively, were outstanding,
and when such options and warrants are exercised and the prescribed exercise
price paid, the shares of Common Stock issued with respect to such options and
warrants will be duly authorized, validly issued, fully paid and nonassessable.
Except as set forth above and granted pursuant to the Rights Agreement between
Martek and Registrar and Transfer Company, dated January 24, 1996, as amended
November 5, 1998 (the “Rights Agreement”), there are no existing options,
warrants, calls, commitments
or rights of any character to purchase or otherwise acquire from Martek
shares of capital stock of any class, no outstanding securities of Martek that
are convertible into shares of capital stock of Martek of any class, and no
options, warrants or rights to purchase from Martek any such convertible
securities. Martek has no outstanding contractual or other obligation to
repurchase, redeem or otherwise acquire any outstanding shares of its capital
stock. The issued and outstanding shares of Common Stock have not been issued
in violation of any preemptive or other rights of any person, whether arising
by statute, under the Certificate of Incorporation or bylaws of Martek or in
any other manner known to Martek. No person or entity is entitled to any
preemptive or similar right with respect to the issuance of any capital stock
of Martek.



     3.4. Martek Reports; Financial Statements


          Martek has delivered to Seller each registration statement, report, proxy
statement or information statement prepared by it since October 31, 2002,



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including (a) Martek’s Annual Report on Form 10-K for the year ended October
31, 2002; (b) Martek’s Quarterly Report on Form 10-Q for the quarterly periods
ended January 31, 2003 and April 30, 2003; and (c) Martek’s definitive Proxy
Statement for its 2003 Annual Meeting of Stockholders, each in the form
(including exhibits, annexes and any amendments thereto) filed with the SEC
(collectively, including any such reports filed subsequent to the date hereof,
the “Martek Reports”). As of their respective dates, the Martek Reports
complied, and any Martek Reports filed with the SEC subsequent to the date
hereof will comply, in all material respects with the requirements of the Act
or the Exchange Act, as applicable, and the rules and regulations of the SEC.
As of their respective filing and/or effective dates, the Martek Reports did
not, and any Martek Reports filed with the SEC subsequent to the date hereof
will not, contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
made therein, in the light of the circumstances under which they were made, not
misleading. Each of the consolidated balance sheets included in or
incorporated by reference into the Martek Reports (including the related notes
and schedules) fairly presents, or will fairly present, in all material
respects, the consolidated financial position of Martek as of its date and each
of the consolidated statements of income and of cash flows included in or
incorporated by reference into the Martek Reports (including any related notes
and schedules) fairly presents, or will fairly present, in all material
respects, the consolidated results of operations, and consolidated cash flows,
as the case may be, of Martek for the periods set forth therein (subject, in
the case of unaudited statements, to notes and normal year-end audit
adjustments), in each case in accordance with GAAP consistently applied during
the periods involved, except as may be noted therein.


     3.5. Absence of Certain Changes


          Except as disclosed in the Martek Reports filed with the SEC prior to the
date of this Agreement, Martek and its subsidiaries have conducted its business
in the ordinary course consistent with past practice since April 30, 2003, and
there has not been:



          (a) any event, occurrence or development which, individually or in the
aggregate, has had or would reasonably be expected to have a Material Adverse
Effect on Martek;



          (b) any (i) acquisition or disposition of any material assets or business
of Martek or any of its subsidiaries or (ii) modification, amendment,
assignment, termination or relinquishment by Martek or any of its subsidiaries
of any contract, license or other right that, individually or in the aggregate,
would be reasonably likely to have a Material Adverse Effect on Martek;



          (c) any loss or termination of, or a material adverse change in the
relationship with, (i) any customer that accounted for more than five percent
(5%) of



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Martek’s revenues in the year ended October 31, 2002, or is, as of the
date hereof, expected to account for more than five percent (5%) of Martek’s
revenues for the year ended October 31, 2003 or (ii) any material supplier; or


          (d) any material delay or postponement, outside the ordinary course of
business, in the payment of accounts payable and other liabilities.



     3.6. Litigation; Compliance with Law


          Except as set forth on  Schedule 3.6, there is no
action, suit, investigation, claim, arbitration or litigation pending or, to
Martek’s Knowledge, threatened against or involving Martek, at law or in
equity, or before or by any court, arbitrator or governmental authority, that
would reasonably be likely to result in a Martek Material Adverse Effect, and
Martek is not operating under or subject to any order, judgment, decree or
injunction of any court, arbitrator or Governmental Authority that would
reasonably be likely to result in a Martek Material Adverse Effect. To
Martek’s Knowledge, Martek has complied and is in compliance with all laws,
ordinances, regulations, awards, orders, judgments, decrees and injunctions
applicable to Martek, including all federal, state and local laws, except where
the failure to comply would not be reasonably likely to have a Martek Material
Adverse Effect.



     3.7. Issuance and Delivery of New Shares


          The New Shares have been duly authorized and, when issued, delivered and
paid for in the manner set forth in this Agreement, will be validly issued,
fully paid and nonassessable, free and clear of all Encumbrances. No
preemptive rights or other rights to subscribe for or purchase exist with
respect to the issuance and sale of the New Shares pursuant to this Agreement.



     3.8. Form S-3 Eligibility; Rule 144


          Martek meets the requirements for use of Form S-3 for registration of the
resale of the Initial Shares as contemplated herein. For purposes of Rule 144
under the Act, Martek acknowledges and agrees that the holding period for the
New Shares will begin on the Closing Date.



     3.9. Disclosure


          All facts of material importance to the acquisition by Seller of the New
Shares hereunder have been fully and truthfully disclosed to Seller in this
Agreement. No representation or warranty by Martek in, and no document,
statement, certificate, schedule or exhibit to be furnished or delivered to
Seller pursuant to, this Agreement or any other Buyer Document contains or will
contain any untrue or misleading statement of a material fact or omits or will
omit any fact



 - 21 - 






 





necessary to make the statements contained herein or therein, in
light of the circumstances under which made, not materially misleading.


4. REGISTRATION EXPENSES AND PROCEDURES



     4.1. Registration Expenses and Procedures


          The Buyer shall:



          (a) no later than ten (10) days following the Closing Date, prepare and
file with the SEC a Registration Statement on Form S-3 or such other form as
may be appropriate (the “Registration Statement”) under Rule 415 under the Act
relating to the resale by Seller of the Initial Shares issued to Seller at
Closing from time to time on the NASDAQ National Market or the facilities of
any national securities exchange or over-the-counter market on which Martek’s
common stock is then traded or in privately-negotiated transactions;



          (b) use its commercially reasonable efforts to cause the staff of the SEC
to grant acceleration of the effective date of each Registration Statement as
soon as reasonably possible after the Registration Statement is filed by Martek
and promptly notify Seller of the declaration of effectiveness and will also
promptly notify Seller of any stop orders issued by the SEC;



          (c) prepare and file with the SEC such amendments and supplements to the
Registration Statement and the prospectus used in connection therewith as may
be necessary to keep the Registration Statement effective until the earlier of
(i) two years after the Closing Date and (ii) the date on which all
Initial Shares may be resold by Seller without registration by reason of
Rule 144(k) under the Act or any other successor rule of similar effect;



          (d) furnish to Seller with respect to the Initial Shares registered under
the Registration Statement such number of copies of prospectuses and such other
documents as Seller may reasonably request, in order to facilitate the public
sale or other disposition of all or any of the Initial Shares by Seller;



          (e) file documents required of Martek for normal blue sky clearance in
states specified in writing by Seller and keep such qualification or
registration in effect for so long as the Registration Statement is in effect;



          (f) notify Seller at any time (i) when a prospectus or any prospectus
supplement or post-effective amendment with respect to the Registration
Statement is proposed to be filed; (ii) when the Registration Statement has
become effective; (iii) of any request by the SEC for amendments or supplements
to the Registration Statement or related prospectus or for additional
information; (iv) of the issuance by the SEC of any stop order suspending the
effectiveness of the Registration Statement or the initiation of any proceeding
for that purpose; (v) of the receipt by



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Martek of any notification with respect
to the suspension of the qualification or exemption from qualification of any
Initial Shares for sale in any jurisdiction, or the initiation or threatening
of any proceeding for such purpose;


          (g) provide a transfer agent and registrar for all Initial Shares covered
by the Registration Statement not later than the effective date of the
Registration Statement;



          (h) bear all expenses in connection with the procedures in paragraphs (a)
through (l) of this  Section 4.1 and the registration of the
Initial Shares pursuant to the Registration Statement, other than fees and
expenses, if any, of counsel or other advisers to Seller or underwriting
discounts, brokerage fees and commissions incurred by Seller.



          (i) cause the Registration Statement to comply as to form in all material
respects with the requirements of Form S-3 and include all financial statements
required to be filed therewith;



          (j) cause the New Shares to be listed on the NASDAQ National Market or
such principal securities exchange(s), or over-the-counter market as the shares
of Martek are then traded;



          (k) promptly notify Seller of the existence of any fact of which Martek
becomes aware that results in the Registration Statement, the prospectus
related thereto or any document incorporated therein by reference containing an
untrue statement of a material fact or omitting to state a material fact
required to be stated therein or necessary to make any statement therein not
misleading, and
promptly prepare and furnish to Seller a reasonable number of copies of a
prospectus supplemented or amended so that, as thereafter delivered to Seller,
such prospectus shall not include any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein in the light of the circumstances under which they
were made not misleading;  provided, 
however, that Seller agrees that, upon receipt of any such notice
from Martek or notice from Martek of the existence of any state of facts (such
as a pending major corporate transaction) that would make the existence of an
affirmative disclosure obligation by Martek seriously detrimental to Martek,
Seller shall immediately discontinue disposition of the Initial Shares until
Seller receives copies of the supplemented or amended prospectus, or until it
is advised in writing by Martek that the use of the prospectus may be resumed,
and has received copies of any additional or supplemental filings which are
incorporated by reference in the prospectus, which period shall not exceed 60
consecutive days in any one instance or 120 calendar days in any twelve-month
period, and, if so directed by Martek, Seller will deliver to Martek all
copies, other than permanent file copies then in such Seller’s possession, of
the prospectus covering the Initial Shares current at the time of receipt of
such notice. In the event Martek shall give any such notice, the time



 - 23 - 






 





periods
during which the Registration Statement shall be maintained effective shall be
extended by the number of days during the period from and including the date of
the giving of such notice to and including the date when Seller either receives
the copies of the supplemented or amended prospectus or is advised in writing
by Martek that the use of the prospectus may be resumed; and


          (l) take all such other commercially reasonable actions as are necessary
in order to expedite or facilitate the disposition of the Initial Shares in the
manner contemplated hereby.



     4.2. New Share Indemnification


          For the purpose of this  Section 4.2: (i) the term
“Seller Affiliate” shall mean any person who controls, or is controlled by or
under common control with any Seller Party within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act; and (ii) the term “Registration
Statement” shall include any final prospectus, exhibit, supplement or amendment
included in or relating to the Registration Statements referred to in 
Section 4.1.



          (a) Martek agrees to indemnify and hold harmless Seller Parties and each
Seller Affiliate and each Management Employee (collectively, the “Seller
Indemnified Parties”), against any losses, claims, damages, liabilities or
expenses, joint or several, to which Seller Indemnified Parties may become
subject, under the Act, the Exchange Act, or any other federal or state
statutory law or regulation, or at common law or otherwise (including in
settlement of any litigation, if such settlement is effected with the written
consent of Martek, which shall not be
unreasonably withheld), insofar as such losses, claims, damages,
liabilities or expenses (or actions in respect thereof as contemplated below)
(i) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Registration Statement, as
amended at the time of effectiveness of the Registration Statement, including
any information deemed to be a part thereof as of the time of effectiveness
pursuant to paragraph (b) of Rule 430A, or pursuant to Rule 434, of the Rules
and Regulations, or the prospectus, in the form first filed with the SEC
pursuant to Rule 424(b) of the Regulations, or filed as part of the
Registration Statement at the time of effectiveness if no Rule 424(b) filing is
required (the “Prospectus”), or any amendment or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state in any of
them a material fact required to be stated therein or necessary to make the
statements in the Registration Statement or any amendment or supplement thereto
not misleading or in the Prospectus or any amendment or supplement thereto not
misleading in light of the circumstances under which they were made, (ii) arise
out of or are based on any violation or alleged violation by Martek of any
federal or state law, rule or regulation, or any common law, applicable to
Martek and relating to action required of or inaction by Martek in connection
with any such registration, or (iii) arise out of or are based in whole or in
part on any inaccuracy in the



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representations and warranties of Martek
contained in this Agreement, or any failure of Martek to perform its
obligations hereunder, and will reimburse the Seller Indemnified Parties for
any legal and other expenses as such expenses are reasonably incurred by the
Seller Indemnified Parties in connection with investigating, defending,
settling, compromising or paying any such loss, claim, damage, liability,
expense or action;  provided,  however,
that Martek will not be liable in any such case to the Seller Indemnified
Parties to the extent that any such loss, claim, damage, liability or expense
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in the Registration Statement, the
Prospectus or any amendment or supplement thereto in reliance upon and in
conformity with written information furnished to Martek by Seller or any Seller
Indemnified Parties expressly for use therein.


          (b) Promptly after receipt by any Seller Indemnified Party under this
 Section 4.2 of notice of the threat or commencement of any
action, the Seller Indemnified Party will, if a claim in respect thereof is to
be made against Martek under this  Section 4.2, promptly
notify Martek in writing thereof; but the omission so to notify Martek will not
relieve it from any liability which it may have to the Seller Indemnified Party
for contribution or otherwise under the indemnity agreement contained in this
 Section 4.2 except to the extent that Martek incurs damages
as a direct result of such failure. In case any such action is brought against
a Seller Indemnified Party and such Seller Indemnified Party seeks or intends
to seek indemnity from Martek, Martek will be entitled to participate in, and,
to the extent that it may wish, jointly with all other indemnifying parties
similarly notified, to assume the defense thereof with counsel
reasonably satisfactory to such Seller Indemnified Party; 
provided,  however, if the defendants in any such
action include both the Seller Indemnified Party and Martek and the Seller
Indemnified Party shall have reasonably concluded, based upon the advice of
counsel, that there may be a conflict between the positions of Martek and the
Seller Indemnified Party in conducting the defense of any such action or that
there may be legal defenses available to it and/or other Seller Indemnified
Parties that are different from or additional to those available to Martek, the
Seller Indemnified Party or parties shall have the right to select separate
counsel to assume such legal defenses and to otherwise participate in the
defense of such action on behalf of such Seller Indemnified Party or parties.
Upon receipt of notice from Martek to such Seller Indemnified Party of its
election so to assume the defense of such action and approval by the Seller
Indemnified Party of counsel, which approval shall not be unreasonably withheld
or delayed, Martek will not be liable to such Seller Indemnified Party under
this  Section 4.2 for any legal or other expenses
subsequently incurred by such Seller Indemnified Party in connection with the
defense thereof unless (i) the Seller Indemnified Party shall have employed
such counsel in connection with the assumption of legal defenses in accordance
with the proviso to the preceding sentence (it being understood, however, that
Martek shall not be liable for the expenses of more than one separate counsel
representing the Seller Indemnified Parties who are parties to such action,
plus one local counsel per




 - 25 - 






 





jurisdiction, if appropriate) or (ii) the Seller
Indemnified Party shall not have employed counsel reasonably satisfactory to
the Seller Indemnified Party to represent the Seller Indemnified Party within a
reasonable time after notice of commencement of action, in each of which cases
the reasonable fees and expenses of counsel shall be at the expense of Martek.


          (c) If the indemnification provided for in this  Section
4.2 is required by its terms but is for any reason held to be
unavailable to or otherwise insufficient to hold harmless a Seller Indemnified
Party under paragraphs (a) or (b) of this  Section 4.2 in
respect to any losses, claims, damages, liabilities or expenses referred to
herein, then Martek shall contribute to the amount paid or payable by such
Seller Indemnified Party as a result of any losses, claims, damages,
liabilities or expenses referred to herein (i) in such proportion as is
appropriate to reflect the relative fault of Martek, on the one hand, and the
Seller Indemnified Party, on the other hand. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact, the omission or alleged omission to state
a material fact, the violation or alleged violation of law, or the inaccuracy
in the representations and warranties relate to information supplied by Martek
or the Seller Indemnified Party and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such untrue
statement, omission or representation and warranty. If the allocation provided
in the second preceding sentence is not permitted by applicable law, then
Martek shall contribute to the amount paid or payable by the Seller Indemnified
Party in such proportion as is appropriate to reflect not only such
relative faults but also the relative benefits of Martek and the Seller
Indemnified Party as well as any other relevant equitable considerations. The
parties hereto agree that it would not be just and equitable if contributions
pursuant to this  Section 4.2(c) were to be determined by
pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to in the preceding sentences
of this  Section 4.2(c). The amount paid or payable by a
party as a result of the losses, claims, damages, liabilities and expenses
referred to above shall be deemed to include, subject to the limitations set
forth in paragraph (b) of this  Section 4.2, any legal or
other fees or expenses reasonably incurred by such party in connection with
investigating or defending any action or claim. The provisions set forth in
paragraph (b) of this  Section 4.2 with respect to the
notice of the threat or commencement of any threat or action shall apply if a
claim for contribution is to be made under this paragraph (c); 
provided,  however, that no additional notice
shall be required with respect to any threat or action for which notice has
been given under paragraph (b) for purposes of indemnification pursuant to this
 Section 4.2. Martek and the Seller Indemnified Parties
agree that it would not be just and equitable if contribution pursuant to this
 Section 4.2 were determined solely by pro rata allocation
or by any other method of allocation which does not take account of the
equitable considerations referred to in this paragraph. No person guilty of
fraudulent misrepresentation (within the meaning of



 - 26 - 






 





Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.


     4.3 Rule 144


          Martek will take all such actions as may be reasonably required such that
Rule 144 (or similar rule or regulation hereafter adopted) will be available in
connection with any sale of the New Shares by Seller Parties.



5. COVENANTS AND AGREEMENTS OF SELLER



          Seller covenants and agrees with Buyer as follows:



     5.1. Negative Covenants


          Pending and prior to the Closing, Seller will not, and will cause the
other Seller Parties not to, without the prior written approval of Buyer, do or
agree to do any of the following:



          5.1.1. Dispositions; Mergers



          Sell, assign, lease or otherwise transfer or dispose of any of the Assets;
or merge or consolidate with or into any other entity; 
provided,  however, that Seller may sell, assign,
lease or otherwise transfer or dispose of
any asset expended in the ordinary course of business, consistent with
Seller’s past business practices and with customary practices in the contract
tolling industry.



          5.1.2. Accounting Principles and Practices



          Change or modify any of Seller’s accounting principles or practices or any
method of applying such principles or practices.



          5.1.3. Additional Agreements and Additional Liabilities



          Without prior notice to, and consultation with, Buyer, materially modify
or amend any material Assumed Contract or enter into any other contracts,
leases, commitments, understandings, licenses, or other agreements pertaining
to or affecting the business or operations of Seller (collectively, “Additional
Agreements”) or incur any obligation or liability (contingent or absolute)
pertaining to or affecting the business or operations of Seller, in excess of
Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate (collectively,
“Additional Liabilities”),  provided, 
however, that the final decision on whether or not to incur such
additional obligation or liability shall be in Seller’s sole discretion.



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          5.1.4. Breaches; Employment Contracts



          Do or omit to do any act (or permit such action or omission) outside of
the ordinary course of business which will cause a material breach of any
Assumed Contract; or enter into or become subject to any employment, labor or
union contract, any professional service contract not terminable at will, or
any bonus, pension, insurance, profit sharing, incentive, deferred
compensation, severance pay, retirement, hospitalization, employee benefit, or
other similar plan, except in the ordinary course of business; or increase the
compensation payable or to become payable to any employee, except in the
ordinary course of business, or pay or arrange to pay any bonus payment to any
employee, except (i) as already scheduled as of the date of this Agreement and
listed on  Schedule 5.1.4 and (ii) the “Service Bonus” in an
aggregate amount not to exceed $500,000.



          5.1.5. Actions Affecting Contracts



          Take any action outside the ordinary course of business which may
jeopardize the validity or enforceability of or rights under any Assumed
Contract, or which may diminish the value thereof, or which may prevent the
satisfaction or fulfillment of a condition precedent hereunder.



          5.1.6. Accounts



          Accelerate the collection of accounts receivable, or decelerate the
payment of accounts payable, except in order to conform with Seller’s past
business practices.



          5.1.7. Representations, Warranties and Covenants



          Take any action or fail to take any action outside the ordinary course of
business that would cause any of the representations, warranties or covenants
contained herein to be untrue, incorrect or incapable of being performed or
satisfied on the Closing Date.



          5.1.8. Employees



          Take any action outside the ordinary course of business at any time to
prevent or to discourage any Current Employee from remaining employed in
connection with the business and operations of Seller prior to the Closing Date
or take any action at any time to prevent or discourage any Current Employee
from becoming an employee of Buyer following the Closing Date.



          5.1.9. Modification of CSX Agreements



          Modify or terminate any of the CSX Agreements without the prior written
consent of Buyer.



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          5.1.10. New Leases



          Enter into any new leases or tenancies with respect to the Property or any
personal property without the prior written consent of the Buyer, which consent
shall not be unreasonably withheld. Unless, within ten (10) days after receipt
by Buyer of a copy of a proposed new lease or tenancy, Buyer shall notify
Seller in writing of an objection thereto, Buyer shall be deemed to have
consented thereto.



          5.1.11. Exclusivity



          Initiate, solicit, negotiate with respect to or otherwise facilitate any
proposal or offer with respect to a business combination, acquisition or
similar transaction involving Seller or any subsidiary, or any purchase of any
of the Assets, or authorize any person to do so on Seller’s behalf.



     5.2. Affirmative Covenants


          Pending and prior to the Closing Date, Seller will:



          5.2.1. Preserve Existence



          Preserve Seller’s corporate existence, use commercially reasonable efforts
to preserve Seller’s business organization intact, use commercially reasonable
efforts to preserve for Buyer Seller’s relationships with suppliers, customers,
employees and others having business relations with it, and keep all Assets in
their present condition, ordinary wear and tear excepted.



          5.2.2. Normal Operations



          Subject to the terms and conditions of this Agreement (including, without
limitation,  Section 5.1), (i) carry on the businesses and
activities of Seller in the ordinary course of business, (ii) pay or otherwise
satisfy all obligations (cash and barter) of Seller as they come due and
payable; (iii) maintain all Assets in customary repair, order and condition in
the ordinary course of business; (iv) maintain Seller’s books of account,
records, and files in substantially the same manner as heretofore; and (v) pay
the full salary of and any and all other compensation due to each Current
Employee through the Closing Date.



          5.2.3. Taxes



          Pay or discharge prior to delinquency all tax liabilities and obligations,
including without limitation those for federal, state or local income,
property, unemployment, withholding, sales, transfer, stamp, documentary, use
and other taxes, except for those taxes that Seller contests in good faith;
provided, however,



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that Seller agrees to notify Buyer of its intention to
contest any tax liability or obligation prior to delinquency.


          5.2.4. Partnership and Corporate Action



          Take all partnership and corporate action (including, without limitation,
all shareholder action) under the law of any state having jurisdiction over
Seller and Astral necessary to effectuate the transactions contemplated by this
Agreement and by the other Seller Documents.



          5.2.5. Transfer Tax; Bulk Sales



          Take all necessary action to provide for the payment of all applicable
state sales, transfer or use taxes, and to comply with all applicable bulk
transfer and similar laws in connection with the transactions contemplated by
this Agreement and the other Seller Documents.



          5.2.6. Access



          Upon reasonable prior notice, give to Buyer and Buyer’s authorized
representatives reasonable access, during normal business hours and at
reasonable
times, to Seller’s properties, books, records, contracts, commitments,
facilities, premises, and equipment and to Seller’s respective directors,
officers, employees, agents and representatives (including, without limitation,
the independent accountants of Seller). In addition, Buyer may, upon Seller’s
consent, contact creditors, vendors, customers, suppliers, manufacturers and
others with whom Seller does business in connection with the business and
operations of Seller.



          5.2.7. Other Information



          Provide to Buyer copies of (i) all of the Environmental Reports listed
under Category 2 in  Schedule 2.25(e) and (ii) all such
other information and copies of documents concerning Seller, the operation of
Seller, the Assets, and Seller’s customers and suppliers, as Buyer may
reasonably request.



          5.2.8. Engineering Inspections



          Prior to the Closing, upon reasonable prior notice, permit Buyer and
Buyer’s consulting engineers and other representatives, agents, employees and
independent contractors, at Buyer’s expense, to conduct engineering and other
tests and inspections of the Assets, in each case, that are reasonable and
during normal business hours and at reasonable times.




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          5.2.9. Insurance



          Maintain in full force and effect all of Seller’s existing casualty,
liability, and other insurance through the day following the Closing Date in
amounts not less than those in effect on the date hereof, and, use commercially
reasonable efforts, in cooperation with Buyer, to obtain insurance (including,
without limitation, general, environmental, products and fiduciary liability
insurance policies) for tail coverage, or its equivalent, which policies shall
name Buyer and Martek as additional insureds. The cost of such coverage will
be shared equally by Seller and Buyer; provided, however, that Seller’s portion
of the total aggregate cost shall not exceed Fifty Thousand Dollars ($50,000).



          5.2.10. Financial Statements; Adjustments



          (a) Provide Buyer with unaudited monthly statements of assets and
liabilities of Seller, and statements of revenues and expenses reflecting the
results of business and operations of Seller for June 2003 and for each month
thereafter, within thirty (30) days after the end of each such month.



          (b) Each and every financial statement prepared for each month commencing
with June 2003 and until the Closing, will be prepared by Seller in accordance
with GAAP applied on a consistent basis throughout the periods involved and as
compared with prior periods, and, subject to year-end adjustments, will be
true, correct and complete in all material respects, and will present fairly in
all material respects the financial positions and results of operations of
Seller as of the dates and for the periods indicated.



          (c) Accept and make any adjustments to the financial statements that are
requested by Buyer following its review of the compliance of the financial
statements with GAAP, provided that such adjustments are acceptable to Seller’s
independent accountants.



          5.2.11. Consents and Permits



          Use commercially reasonable efforts to obtain all third party consents,
authorizations and approvals required to assign to Buyer the Assumed Contracts
and cooperate with Buyer to arrange for transference or reissuance, as
applicable, of all permits, licenses and approvals listed on Schedule
2.3.



          5.2.12. CSX Estoppels



          Use commercially reasonable efforts to deliver to Buyer a written
certification from CSX, to the following effect: (a) that the CSX Agreements
are in full force and effect; (b) that, to CSX’s Knowledge, there are no
uncured defaults by Seller; and (c) that the payments currently being paid by
Seller are the payments that are due and payable.



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          5.2.13. Environmental Liens



          If, as the result of any facts, circumstances or conditions initiated,
existing or occurring prior to the Closing Date, an Encumbrance is placed on
any part of the Property pursuant to any Environmental Law or in connection
with any Environmental Claim, then Seller shall promptly (and, in any event,
prior to the earlier to occur of the thirtieth day after the date on which the
Representative is first given notice of such lien or the date on which a
Governmental Authority first takes action to cause any part of the Property to
be sold pursuant to or in connection with the lien) either (i) pay the Claim
and remove the lien from the Property, or (ii) with Buyer’s consent, furnish to
Buyer a bond or other security satisfactory to Buyer sufficient to discharge in
full the Claim from which the Encumbrance arises.



          5.2.14. 401(k) Retirement Plan



          At least one (1) day prior to the Closing Date, adopt resolutions and take
such actions as are necessary to terminate its 401(k) retirement plan;
provided, however, that, such termination
shall be accomplished in compliance with all applicable laws.



          5.2.15. Payment of Accrued Vacation



          Pay to all employees of Seller all of the employee’s accrued, but unused,
vacation and sick leave as of the Closing Date. Such payment of unused leave
shall be made by Seller to the employees within ten (10) business days after
the Closing Date.



     5.3. Confidentiality


          Seller shall maintain strict confidentiality with respect to all documents
and information furnished to Seller, Astral or the Management Employees by or
on behalf of Buyer in accordance with the terms of the Confidentiality
Agreement.



     5.4. Employment Taxes


          To the extent permissible under applicable laws, (i) Buyer shall qualify
for and function as a successor employer and utilize the alternative procedure
under Internal Revenue Service Revenue Procedure 96-60 with respect to the
employees of Seller hired by Buyer for purposes of the Federal Insurance
Contributions Act, as codified at 26 U.S.C. Sections. 3101-3128, the Federal
Unemployment Tax Act, as codified at 26 U.S.C. Sections. 3101-3311, and (ii) to
the extent that Buyer elects, it shall be treated as a successor employer under
any applicable state unemployment



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compensation laws. Seller agrees to provide Buyer with such wage, tax,
and other information as may be required for the foregoing purposes.


     5.5. Employees


          Effective upon the Closing, Seller shall release each employee from any
obligation to Seller, but Seller shall retain any obligation it may have to
each employee with respect to their employment with Seller up to and including
the Closing Date, including without limitation with respect to employment,
vacation, training or educational benefits, severance pay or other termination
benefits, and shall indemnify Buyer in accordance with Section
11.2 for any claim with respect thereto by any employee.



     5.6. Removal of Materials


          Except for the materials and other items set forth on Schedule
5.6, which materials and other items Seller agrees to remove from the
Property prior to Closing, at Seller’s sole cost and expense and in accordance
with all applicable laws, remove from the Property, as soon as possible after
prior written notice from Buyer, but in no event later than thirty (30) days
after Closing, any building materials or other items located in or around the
Property as of the Closing Date which constitute Hazardous Waste (as defined
under RCRA) and for which there is a Release or threat of Release, , at
Seller’s cost and expense and in accordance with all applicable laws.



6.     COVENANTS AND AGREEMENTS OF BUYER


          Martek and Buyer covenant and agree with Seller as follows:



     6.1. Confidentiality


          Maintain strict confidentiality with respect to all documents and
information furnished to Buyer by or on behalf of Seller, excluding those
documents and information included among the Assets after the Closing, in
accordance with the terms of the Confidentiality Agreement.



     6.2. Corporate Action


          Prior to the Closing, take all corporate action under the law of its
respective state of incorporation necessary to effectuate the transactions
contemplated by this Agreement and the other Buyer Documents.



     6.3. Employment of Employees


          Upon review by Martek and Buyer to ascertain a record of satisfactory
performance, offer employment to the Current Employees on the same general



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terms and conditions by which the Current Employees are employed by Seller
and, each of whom, upon accepting employment with Buyer, shall be eligible to
participate in Martek’s standard benefits package, including Martek’s 401(k)
plan. In addition, each Current Employee accepting employment with Buyer shall
receive Martek stock option grants in such amounts and on such terms as are
customary for Martek employees of similar position, experience and salary.


     6.4. Employment of Management Employees


          Martek and each Management Employee covenant and agree to negotiate in
good faith to establish mutually acceptable salaries and employment terms,
which shall include a mutually acceptable salary adjustment, for each
Management Employee. Each Management Employee accepting such employment shall
(i) be entitled to the same benefits offered to the Current Employees in
Section 6.3, (ii) receive stock options to purchase 25,000
shares of Martek common stock, which options shall have an exercise price equal
to the closing price for Martek common stock on the Closing Date and which
shall vest in equal annual installments over a three-year period based on
continued employment with Martek, and have a ten-year (10-year) term subject to
earlier termination in the event of the termination of the Management
Employee’s employment with Martek, (iii) be eligible to participate in Martek’s
bonus program, and (iv) be eligible to participate in annual Martek stock
option grants.



     6.5. Access


          From the date hereof until the Closing, allow the Management Employees,
upon reasonable notice to Buyer, reasonable access to the facilities and
personnel of Martek, on terms and conditions reasonably acceptable to Martek,
and to permit the Management Employees to make such inspections as they may
reasonably require.



     6.6. Martek’s 401(k) Plan


          Martek shall take such actions as are necessary to insure that Martek’s
401(k) plan will accept qualified rollover contributions from Seller’s 401(k)
plan, as well as the transfer or replacement of outstanding loans relating to
employees who accept employment with Buyer.



     6.7 Conditions to Close


          Use commercially reasonable efforts to satisfy those conditions set forth
in Sections 7.5, 7.6 and 7.8.



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7.     CONDITIONS PRECEDENT TO BUYER’S OBLIGATION TO CLOSE


          The obligations of Buyer to purchase the Assets and to proceed with the
Closing are subject to the satisfaction (or waiver in writing by Buyer) at or
prior to the Closing of each of the following conditions:



     7.1. Representations and Covenants


          The representations and warranties of Seller made in this Agreement or in
any other Seller Document shall have been true and correct in all material
respects when made, and shall be true and correct in all material respects on
the Closing Date as though such representations and warranties were made on and
as of the Closing Date; and Seller, Astral and the Management Employees shall
have performed and complied in all material respects with all covenants and
agreements required by this Agreement or any other Seller Document to be
performed or complied with by them prior to the Closing.



     7.2. Consents


          Seller shall have obtained prior to the Closing Date all consents,
authorizations and approvals listed on Schedule 7.2 (the
“Material Consents”).



     7.3. Delivery of Documents


          Seller shall have delivered to Buyer all agreements, instruments and
documents required to be delivered by Seller to Buyer pursuant to
Section 9.2.



     7.4. Financial Statements


          Seller shall have provided Buyer with the financial statements referred to
in Section 5.2.10 hereof.



     7.5. Title Insurance


          Buyer shall secure a Title Commitment, in form and substance satisfactory
to Buyer, naming Buyer as the proposed insured for an owners’ policy of title
insurance (the “Title Policy”), on American Land Title Association standard
form of owners’ marketability policy (ALTA Form B-1970).



     7.6. Current Survey


          Buyer shall have prepared a current, as-built survey of the Property and
the Retained Real Property (the “Survey”) in form and substance satisfactory to
Buyer in its sole discretion, certified and dated as of a date subsequent to
the date hereof, duly prepared and certified by a registered land surveyor
duly licensed in the State of South Carolina selected by Buyer.




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     7.7. Legal Proceedings


          No action or proceeding by or before any Governmental Authority shall have
been instituted or threatened (and not subsequently dismissed, settled or
otherwise terminated) which might restrain, prohibit or invalidate the
transactions contemplated by this Agreement or any other Seller Document or
prevent, limit, restrict or impair the ownership, use, operation or enjoyment
of the Assets by Buyer, other than an action or proceeding instituted or
threatened by Buyer.



     7.8. Genencor International, Inc. Note


          Buyer and Genencor International, Inc. shall have renegotiated the Note
and Mortgage on terms acceptable to Martek and Seller.



     7.9. Satisfactory Resolution of Liabilities


          Buyer shall be satisfied, in its sole discretion, with the resolution of
the Excluded Liabilities.



     7.10. Employment Arrangements


          Buyer shall have entered into employment arrangements satisfactory to
Martek, to be effective on the Closing Date, with at least 80 Current Employees
and each Management Employee, including, a proprietary information, inventions
and non-solicitation agreement, in the form attached hereto as Exhibit
D.



     7.11. Absence of Material Change


          Neither the business nor the Assets shall have suffered a material adverse
change since the date of this Agreement, and there shall have been no changes
since the date of this Agreement in the business, operations, prospects,
condition (financial or otherwise), properties, assets or liabilities of Seller
or of the Assets (regardless of whether or not such events or changes are
consistent with the representations and warranties given herein by Seller),
except changes contemplated by this Agreement and changes in the ordinary
course of business which are not (either individually or in the aggregate)
materially adverse.



     7.12. Termination of Seller’s Retiree Health Insurance Plan


          Seller shall have provided Martek with evidence that it has taken all such
actions as are necessary to terminate the provisions of the health insurance
plan relating to retiree health care.



     7.13. Failure of Condition


          If Buyer is unable to secure and be satisfied with the Title Policy or the
Survey, or the transfer or reissuance of any permit, license or approval listed
on



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Schedule 2.3, or the certificates and permits in
accordance with Section 2.25(c), or if the results of any
inspection or testing contemplated pursuant to Section 5.2.8
are unacceptable to Buyer, or if the results of Buyer’s review of any of the
documents provided pursuant to Section 5.2.7(i) are
unacceptable to Buyer, or if any of said covenants, agreements, statements,
undertakings, representations or warranties as described in Section
2 and Section 5 shall not be so true and correct
in all material respects, or shall not have been so fulfilled in all material
respects as of the Closing, or if the Closing shall not occur by the close of
business on the last date therefor as specified in Section
12, or if Seller shall fail or be unable to deliver to Buyer the
documents referred to in Section 9.2, or if any other
condition set forth in this Section 7 to be satisfied by
Seller at or prior to the Closing shall not have been satisfied, then in any
such event Buyer shall have the right to give to Seller written notice of a
failure of condition and to thereby terminate this Agreement and Buyer shall be
released and discharged from any further obligations to Seller, and this
Agreement shall become null and void; provided,
however, that notwithstanding the foregoing right, Buyer
shall be entitled to maintain an action for breach of this Agreement, damages,
specific performance or any other relief whatsoever, as described in
Section 14 of this Agreement.


     7.14. Additional Agreements and Additional Liabilities


          If Seller shall have entered into any Additional Agreement or incurred any
Additional Liability without prior notice to and consultation with Buyer as
provided in Section 5.1.3, or subsequent to Buyer’s written
objection to such Additional Agreement or Additional Liability, which objection
shall be provided within five days after receiving written notice from Seller
of Seller’s decision to enter into any Additional Agreement or incur any
Additional Liability, Buyer shall be satisfied, in its sole discretion, with
its assumption of such Additional Agreement or Additional Liability.



8.     CONDITIONS PRECEDENT TO SELLER’S OBLIGATION TO CLOSE


          The obligations of Seller to sell, transfer, convey and deliver the Assets
and to proceed with the Closing are subject to the satisfaction (or waiver in
writing by Seller) at or prior to the Closing of each of the following
conditions:



     8.1. Representations and Covenants


          The representations and warranties of Buyer made in this Agreement or in
any other Buyer Document shall have been true and correct in all material
respects when made, and shall be true and correct in all material respects on
the Closing Date as though such representations and warranties were made on and
as of the Closing Date; and Buyer shall have performed and complied in all
material respects with all covenants and agreements required to be performed or
complied with by Buyer prior to the Closing.




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     8.2 Consents


          Seller shall have obtained all Material Consents, and Buyer shall have
assumed all Additional Agreements and Additional Liabilities.



     8.3. Delivery by Buyer


          Buyer shall have delivered to Seller the Purchase Price and all
agreements, instruments and documents required to be delivered by Buyer to
Seller pursuant to Section 9.3.



     8.4. Legal Proceedings


          No action or proceeding by or before any Governmental Authority shall have
been instituted or threatened (and not subsequently dismissed, settled, or
otherwise terminated) that might restrain, prohibit, or invalidate the
transactions contemplated by this Agreement, other than an action or proceeding
instituted or threatened by Seller.



     8.5. Grant of Stock Options


          The compensation committee of Martek’s Board of Directors shall have
approved the grant of the stock options to the Management Employees as provided
in Section 6.4.



     8.6. Failure of Condition


          If any of said covenants, agreements, statements, undertakings,
representations or warranties as described in Sections 3, 4 and

6 shall not be so true and correct in all material respects, or shall
not have been so fulfilled in all material respects, as of the Closing, or if
the Closing shall not occur by the close of business on the last date therefor
as specified in Section 12, or if Buyer shall fail or be
unable to deliver to Seller the documents referred to in Section
9.3, or if any other condition set forth in this Section 8 to be
satisfied by Buyer at or prior to Closing shall not have been satisfied, then
in any such event Seller shall have the right to terminate this Agreement, and
Seller shall be released and discharged from any further obligations to Buyer, and this
Agreement shall become null and void; provided,
however, that notwithstanding the foregoing right, Seller
shall be entitled to maintain an action for breach of this Agreement, damages,
specific performance or any other relief whatsoever, as described in
Section 14 of this Agreement.




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9.     THE CLOSING


     9.1. Closing


          The Closing hereunder shall be held within ten (10) business days
following the first date on which all of the conditions set forth in
Sections 7 and 8 have been satisfied or waived by Seller,
Buyer or Martek, as appropriate (the “Closing Date”). The Closing shall be
held at 10:00 a.m. local time at the offices of Hogan & Hartson L.L.P. in
Baltimore, Maryland or at such other time and place as the parties may agree.



     9.2. Delivery by Seller


          At or before the Closing, Seller shall deliver to Buyer the following
(unless waived in writing by Buyer); provided that the items listed in
Sections 9.2.4 and 9.2.5 shall be deemed
“delivered” and satisfied by Seller having made such items available to Buyer
at the Property:



          9.2.1. Warranty Deed



          A Special Warranty Deed, dated the Closing Date, in the form of the
annexed Exhibit F, in recordable form duly executed by
Seller and conveying to Buyer good, fee simple, marketable title to the
Property with the legal description provided in the Title Commitment.



          9.2.2. Bill of Sale (Personalty)



          A bill of sale, dated the Closing Date, in the form of the annexed
Exhibit A, duly executed by Seller.



          9.2.3. Assignment of CSX Agreements



          An Assignment of CSX Agreements, dated the Closing Date, in a form to be
agreed upon among CSX, Buyer and Seller.



          9.2.4. Books and Records



          All books and records pertaining to the operation of the Assets.



          9.2.5. Original Documents



          If Seller has same in its possession or has access thereto, the originals
or true and correct copies of all agreements and documents affecting the
Property or the Assets, such as, by way of example only, surveys, blueprints,
drawings, plans and specifications, maintenance contracts, service agreements,
equipment warranties, garbage removal contracts and security contracts, ad
valorem tax records, utility bills for prior periods, any certificates of
occupancy, nonresidential




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use permits and inspection, and invoices and bills
for tenant work and other improvements on the Property within the past twelve
(12) months.


          9.2.6. Opinion of Seller’s Counsel



          An opinion of counsel to Seller, in form and substance acceptable to
counsel for Buyer, to the effect that:



               (i) Seller is a limited partnership that has been duly organized and is
validly existing and in good standing under the laws of the State of Georgia
and is duly qualified to do business and is in good standing as a foreign
limited partnership in the State of South Carolina.



               (ii) Seller has the partnership power and authority to enter into and
perform this Agreement and all other agreements delivered in connection
herewith or in connection with the Closing, and the execution, delivery and
performance of this Agreement and of all such other agreements have been duly
authorized by all requisite partnership action.



               (iii) This Agreement and all other agreements delivered in connection
herewith or in connection with the Closing have been duly executed and
delivered by Seller and are valid and binding agreements of Seller as if such
Agreements were governed by the laws of the State of North Carolina.



               (iv) The execution and delivery of this Agreement and of all other
agreements delivered in connection herewith or with the Closing, the
performance by Seller of their terms, and the execution and delivery of all
documents required in connection with the Closing will not conflict with or
result in a violation of the partnership agreement of Seller or any Scheduled
Contract set forth on Schedule 9.2.6(iv) or any order, writ,
judgment or decree known to such counsel to which Seller is a party or to which
Seller, the Property or the Assets is subject.



               (v) To counsel’s knowledge, there is no action, suit, claim, arbitration,
proceeding or investigation pending or threatened against any of Sellers, the
Property or the Assets, or any part thereof, which might result in any
material, adverse change pertaining to the Property or the Assets, or the
operation thereof, or which questions the validity of this Agreement or any action
taken in, under or in connection with any of the provisions of this Agreement.



               (vi) The courts of the State of South Carolina and any federal court
sitting in South Carolina and applying existing South Carolina law should give
effect to the governing law provision contained in the Agreement and,
accordingly, would apply the laws of the State of Maryland (other than its
conflict-of-laws principles) to the Agreement.



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          9.2.7. Foreign Person Affidavit



          A sworn statement of Seller made under oath and under penalties of perjury
that Seller is not a “Foreign Person” and containing such information as shall
be required by Code Section 1445(b)(2) and the regulations issued thereunder.
In the event that Seller is a “foreign person” (as defined in Code Section
1445(f)(3) and the regulations issued thereunder) or in the event that Seller
fails or refuses to deliver the Non-Foreign Affidavit required above, or in the
event that Buyer receives notice from any Seller-transferor’s agent or
Buyer-transferee’s agent (each as defined in Code Section 1445(d) and the
regulations issued thereunder) that, or Buyer has actual knowledge that, such
affidavit is false, Buyer shall deduct and withhold from the purchase price a
tax equal to ten percent (10%) of the purchase price, as required by Code
Section 1445. In the event of any such withholding, Seller’s obligation to
deliver title hereunder shall not be excused or otherwise affected, Buyer shall
remit such amount to and file the required form with the Internal Revenue
Service, and Seller in the event of any claimed over-withholding shall be
limited solely to an action against the Internal Revenue Service for refund and
hereby waives any right of action against Buyer on account of such withholding.
If Buyer receives prior to settlement an original of a “qualifying statement”
as defined in Code Section 1445(b)(4), the amount of tax withheld shall be
reduced by any reduction permitted by such qualifying statement.



          9.2.8. Consents



          Originals of all Material Consents and the other consents, to the extent
obtained, listed on Schedule 2.2.



          9.2.9. Certificate Concerning Amendments and Additional Agreements



          A certificate of Seller describing all amendments or modifications to any
Assumed Contract and all Additional Agreements and Additional Liabilities made,
entered into or incurred between the date hereof and the Closing Date, and
certifying that each amendment or modification and/or each such Additional
Agreement or Additional Liability, as the case may be, were entered into in
accordance with Section 5.1.



          9.2.10. UCC Report



          A report dated not more than twenty (20) days prior to the Closing Date of
the appropriate filing offices in the jurisdictions specified in
Schedule 9.2.10 evidencing no financing statements, tax
liens, mechanic’s, materialmen’s or other statutory liens on file with respect
to the Assets (other than financing statements evidencing lease filings), or if
such report evidences that financing statements, tax liens, mechanic’s,
materialmen’s or other statutory liens are on file with respect to any of the
Assets, a termination statement or other appropriate document signed by




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a secured party or lienholder evidencing the release or termination of such
financing statement or such lien and, if applicable, a pay-off letter from such
secured party or lienholder.


          9.2.11. Certified Resolutions



          A certificate of the Secretary of each of Seller and Astral: (i) attaching
their respective organizational documents, (ii) attaching resolutions of the
partners or board of directors, as the case may be, in connection with the
authorization and approval of the execution, delivery and performance by Seller
of this Agreement and Seller Documents; and (iii) setting forth the incumbency
of the officer or officers of Seller or Astral, as the case may be, who have
executed and delivered this Agreement and each other Seller Document, including
therein a signature specimen of each such officer or officers.



          9.2.12. Officers’ Certificates



                    (i)
Certificates of Seller and Astral signed by the President and the
Secretary of each certifying that the representations and warranties of Seller
made herein and in the other Seller Documents were true and correct in all
material respects as of the date of this Agreement and are true and correct in
all material respects as of the Closing Date, and that Seller has performed and
complied in all material respects with all covenants and agreements required to
be performed or complied with by Seller on or prior to the Closing; and



                    (ii) A certificate signed by the Secretaries of Seller and Astral as to
the incumbency of the officers of Seller executing this Agreement or any of the
other Seller Documents on behalf of Seller.



          9.2.13. Seller’s IRS Form 8594



          Internal Revenue Service Form 8594 completed by Seller in connection with
the acquisition of the Assets by Buyer.



          9.2.14. Expense Payment



          A check or checks, or evidences of payment, with respect to the expenses
payable by Seller as described in Section 17.



          9.2.15. Keys



          A set of all Keys to the Improvements.



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          9.2.16. Title Company Documents



          (a) Evidence reasonably satisfactory to the Title Company respecting the
due organization of Seller and the due authorization and execution by Seller of
this Agreement and the documents required to be delivered hereunder;



          (b) a mechanic’s lien, gap and possession affidavit in such form as may be
required by the Title Company in order to delete the standard mechanic’s lien,
gap and parties in possession exception; and



          (c) any other document or instruments as may be reasonably requested by
Seller or the Title Company to effectuate the transactions contemplated by this
Agreement and to induce the Title Company to insure title to the Property and
the Improvements.



          9.2.17. Agreements and Instruments



          The following agreements and instruments:



          (a) the Assignment of Receivables;



          (b) the Post-Closing Escrow Agreement;



          (c) the Special Warranty Deed;



          (d) the Assignment of Contracts;



          (e) the Assignment of Licenses;



          (f) the Bill of Sale;



          (g) the Assumption Agreement;



          (h) the proprietary rights, inventions and non-solicitation
agreements as required under Section 7.10;



          (i) the written certification from CSX as required under
Section 5.2.12; and



          (i) such other certificates, opinions, instruments or documents as
Buyer may reasonably request in order to effect and document the
transactions contemplated hereby.



          9.2.18. Proof of Insurance



          Proof that the tail insurance policy for products liability required
pursuant to Section 5.2.9 has been obtained.



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          9.2.19 Easement and Shared Facilities Agreement.



          The Amended and Restated Easement and Shared Facilities Agreement with CBT
Enterprises, LLC (“CBT”) providing for certain shared facilities and easements
with CBT, in form and substance satisfactory to Buyer in its sole discretion.



          9.2.20 Access Easement Agreement



          The Access Easement Agreement with CBT providing certain access easements
to the Property, in form and substance satisfactory to Buyer in its sole
discretion.



          9.2.21 Additional Environmental Reports



          Copies of the Environmental Reports listed under Category 2 on
Schedule 2.25(e).



          9.2.22 Disposal or Treatment of Hazardous Materials



          A listing of all off-site locations where Seller has arranged, by
contract, agreement, or otherwise for the transportation, disposal or treatment
of Hazardous Materials such that it is or could be liable for Remediation of
such location pursuant to Environmental Laws.



     9.3. Delivery by Buyer.


          At or before the Closing, Buyer shall deliver to Seller the following
(unless waived in writing by Seller):



          9.3.1. Purchase Price Payment



          The Purchase Price in the amount and manner set forth in Section 1.



          9.3.2. Agreements and Instruments



          The following agreements and instruments:



          (a) the Assumption Agreement;



          (b) the Post-Closing Escrow Agreement;



          (c) the Assignment of Receivables;



          (d) the employment agreements referred to in Section
6.4 for those Management Employees accepting employment with Buyer;



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          (e) evidence that all obligations and liabilities under the Note and
Mortgage and the other long-term debt of Seller have been assumed or paid off
by Buyer and that Seller and its affiliates have been released in full from the
same;



          (f) a resale certificate for the purchased inventory;



          (g) such other certificates, opinions, instruments or documents as Seller
may reasonably request in order to effect and document the transactions
contemplated hereby.



          (h) an agreement, in form and substance satisfactory to the Management
Employees, granting the Management Employees access to certain portions of the
Property for recreational purposes.



          9.3.3. Certified Resolutions



          Copies of the resolutions of the directors of Buyer and Martek, certified
as being correct and complete and then in full force and effect, authorizing
the execution, delivery and performance of this Agreement and of the other
Buyer Documents, and the consummation of the transactions contemplated hereby
and thereby.



          9.3.4. Officers’ Certificate



          A certificate of Buyer signed by the President and the Secretary of Buyer
certifying that the representations and warranties of Buyer made herein were
true and correct in all material respects as of the date of this Agreement and
are true and correct in all material respects as of the Closing Date, and that
Buyer has performed and complied in all material respects with all covenants
and agreements required to be performed or complied with by Buyer prior to the
Closing.



          9.3.5. Opinion of Buyer’s Counsel



          An opinion of counsel to Buyer to the effect that:



          (a) Buyer is a corporation that has been duly organized and is validly
existing and in good standing under the laws of the State of Delaware.



          (b) Buyer and Martek have the corporate power and authority to enter into
and perform this Agreement and all other agreements delivered in connection
herewith or in connection with the Closing, and the execution, delivery and
performance of this Agreement and of all such other agreements have been duly
authorized by all requisite corporate action.




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          (c) This Agreement and all other agreements delivered in connection
herewith or in connection with the Closing have been duly executed and
delivered by Buyer and are valid and binding agreements of Buyer.



          (d) The execution and delivery of this Agreement and of all other
agreements delivered in connection herewith or with the Closing, the
performance by Buyer of their terms, and the execution and delivery of all
documents required in connection with the Closing will not conflict with or
result in a violation of Buyer’s Certificate of Incorporation.



          (e) When issued in accordance with the provisions of the Agreement, the
New Shares will be validly issued, fully paid and non-assessable.



          9.3.6. Buyer’s IRS Form 8594



          Internal Revenue Service Form 8594 completed by Buyer in connection with
the acquisition of the Assets by Buyer.



10.     CONDEMNATION AND CASUALTY


     10.1. Procedure Upon Condemnation or Substantial Fire or Other
Casualty


          If prior to the Closing, the Property is condemned in whole or in part, or
if the Improvements or Assets are damaged by fire or other casualty, Buyer
shall have the right, upon notice in writing to Seller, to terminate this
Agreement, and thereupon the parties shall be released and discharged from any
further obligations to each other, and this Agreement shall become null and
void.



     10.2. Risk of Loss


          Subject to the provisions of this Section 10, the risk
of loss or damage to the Property and the Assets shall remain with Seller until
the effectiveness of the Closing on the Closing Date.



11.     SURVIVAL; INDEMNIFICATION


     11.1. Survival of Seller’s Representations and Warranties


          (a) The indemnity obligations under Section 11.2 shall
survive the Closing Date for a period of two (2) years, and shall survive and
shall be unaffected by (and shall not be deemed waived by) any investigation,
audit, appraisal or inspection at any time made by or on behalf of Buyer.



          (b) All covenants of Seller that are to be performed in whole or in part
after the Closing Date shall survive the Closing Date, continue in effect and
expire in accordance with their respective terms.




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     11.2. Indemnification by Seller


          Subject to the conditions and provisions of Sections 11.5 and
11.7, Seller agrees to indemnify, defend and hold harmless Buyer
and/or Martek from, against and with respect to any and all demands, claims,
complaints, actions or causes of action, suits, proceedings, investigations,
arbitrations, assessments, losses, damages, liabilities, costs and expenses
(including, but not limited to, interest, penalties and reasonable attorneys’
fees and disbursements) asserted against, imposed upon or incurred by Buyer
and/or Martek, directly or indirectly, whether or not involving a third party
claim, by reason of or resulting from or in connection with (i) any liability
or obligation of or claim against Seller (whether absolute, accrued, contingent
or otherwise and whether a contractual, tax or any other type of liability or
obligation or claim) not expressly assumed by Buyer pursuant to
Section 1.4, arising out of, relating to or resulting from
the business of Seller, or relating to or resulting from the Assets during the
period prior to the Closing Date, including without limitation, any
Environmental Claim; (ii) any misrepresentation or breach of the
representations and warranties of Seller contained in or made pursuant to this
Agreement or any other Seller Document; or (iii) any noncompliance by Seller,
Astral and the Management Employees with any covenants, agreements or
undertakings of Seller, Astral and the Management Employees contained in or
made pursuant to this Agreement or any other Seller Document.



     11.3. Survival of Buyer’s Representations


          (a) The representations and warranties made by Buyer in this Agreement or
pursuant hereto shall survive the Closing Date for a period of two (2) years,
and shall also survive and shall be unaffected by (and shall not be deemed
waived by) any investigation, audit, appraisal or inspection at any time made
by or on behalf of Seller.



          (b) All covenants of Buyer that are to be performed in whole or in part
after the Closing Date shall survive the Closing Date, continue in effect and
expire in accordance with their respective terms.



     11.4. Indemnification by Martek


          In addition to Martek’s indemnification obligations in Section
4.2 and subject to the conditions and provisions of Sections 11.5 and 11.7, Martek hereby agrees to
indemnify, defend and hold harmless Seller, Astral and the Management Employees
from and against all demands, claims, actions or causes of action, assessments,
losses, damages, liabilities, costs and expenses, including, but not limited
to, interest, penalties and reasonable attorneys’ fees and disbursements,
asserted against, imposed upon or incurred by Seller, Astral or the Management
Employees, directly or indirectly, whether or not involving a third-party
claim, by




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reason of or resulting from (i) any liability or obligation of or
claims against Seller (whether absolute, accrued, contingent or otherwise and
whether contractual, tax or any other type of liability or obligation or claim)
expressly assumed by Buyer pursuant to Section 1.4; (ii) any
misrepresentation or breach of the representations and warranties of Martek or
Buyer, as the case may be, contained in or made pursuant to this Agreement or
any Buyer Document; or (iii) any noncompliance by Martek or Buyer with any
covenants, agreements or undertakings of Buyer contained in or made pursuant to
this Agreement or any Buyer Document.


     11.5. Conditions of Indemnification


          (a) The party seeking indemnification (the “Indemnified Party”) must give
the other party or parties, as the case may be (the “Indemnifying Party”),
notice of any claim as to which recovery may be sought against the Indemnifying
Party because of the indemnities set forth in this Section
11 promptly after the Indemnified Party receives notice thereof,
provided that the failure to give such notice shall not affect the rights of
the Indemnified Party hereunder except to the extent that the Indemnifying
Party shall have suffered actual damage by reason of such failure.



          (b) If such indemnity shall arise from the claim of a third party, the
Indemnifying Party shall have the right to undertake, by counsel or other
representatives of its own choosing, the defense of such claim at the
Indemnifying Party’s risk and expense.



          (c) In the event that the Indemnifying Party shall elect not to undertake
such defense as provided in (b) above, or within a reasonable time after notice
of any such claim of a third party from the Indemnified Party shall fail to
defend, the Indemnified Party (upon further written notice to the Indemnifying
Party) shall have the right to undertake the defense, compromise or settlement
of such claim, by counsel or other representatives of its own choosing, on
behalf of and for the account and risk of the Indemnifying Party (subject to
the right of the Indemnifying Party to assume defense of such claim at any time
prior to settlement, compromise or final determination thereof). In such
event, the Indemnifying Party shall pay to the Indemnified Party, in addition
to the other sums required to be paid hereunder, the costs and expenses
incurred by the Indemnified Party in connection with such defense, compromise
or settlement as and when such costs and expenses are so incurred.



          (d) Anything in this Section 11.5 to the contrary
notwithstanding, if there is a reasonable probability that a claim may
materially and adversely affect the Indemnified Party other than as a result of
money damages or other money payments, (i) the Indemnified Party shall have the
right, at its own cost and expense, to participate in the defense, compromise
or settlement of the claim, (ii) the Indemnifying Party shall not, without the
Indemnified Party’s written




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consent (such consent not to be unreasonably
withheld), settle or compromise any claim or consent to entry of any judgment
which does not include as an unconditional term thereof the giving by the
claimant or the plaintiff to the Indemnified Party of a release from all
liability in respect of such claim in form and substance satisfactory to the
Indemnified Party, (iii) in the event that the Indemnifying Party undertakes
defense of any claim, the Indemnified Party, by counsel or other representative
of its own choosing and at its sole cost and expense, shall have the right to
consult with the Indemnifying Party and its counsel or other representatives
concerning such claim and the Indemnifying Party and the Indemnified Party and
their respective counsel or other representatives shall cooperate with respect
to such claim, and (iv) in the event that the Indemnifying Party undertakes
defense of any claim, the Indemnifying Party shall have an obligation to keep
the Indemnified Party informed of the status of the defense of such claim and
to furnish the Indemnified Party with all documents, instruments and
information that the Indemnified Party shall reasonably request in connection
therewith.


The indemnification obligations under this Section 11 shall
survive the Closing Date and, to the extent relating to any representation,
warranty or covenant, shall terminate on the expiration date of the
representation, warranty or covenant to which it relates.


     11.6. Post-Closing Escrow


          On the Closing Date, pursuant to the terms and conditions of the
Post-Closing Escrow Agreement, Buyer shall deposit the Milestone Shares in an
escrow account with the Post-Closing Escrow Agent for the purpose of (a)
satisfying any unascertained claim Buyer may have under this Section
11 after the Closing Date and (b) holding the Milestone Shares
pending the occurrence of the conditions set forth in Section
1.2.



     11.7. Limitations on Indemnification


          (a) Seller shall not be required to indemnify Buyer and/or Martek under
Section 11.2 based on a breach of a representation or
warranty until the aggregate amount of all such losses exceeds $100,000,
whereupon Seller shall be required to indemnify Buyer and/or Martek in respect
of such losses to the extent (and only to the extent) that such losses exceed
$100,000.



          (b) Seller’s liability for losses, damages or other liability under
Section 11.2 shall be limited to the Milestone Shares held
in escrow pursuant to the Post-Closing Escrow Agreement and any proceeds
received from the insurance referred to in Section 5.2.9;
provided that each of Martek, Buyer and Seller agrees that, to the extent
reasonably possible, proceeds under the insurance referred to in
Section 5.2.9 shall be collected and applied with respect to
Seller’s liability for



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losses, damages or other liabilities under
Section 11.2 before applying the Milestone Shares so long as
such proceeds are collected within sixty (60) days after Buyer or Martek incurs
such loss, damage or other liability.


          (c) Except for Buyer’s remedy of specific performance provided in
Section 14, this Section 11 shall provide
the sole and exclusive remedy for any and all losses, damages or other
liability sustained or incurred by Buyer and/or Martek or their successors or
assigns resulting from or in connection with any event described in
Section 11.2.



          (d) Except for Seller’s remedy of specific performance as provided in
Section 14, this Section 11 shall provide
the sole and exclusive remedy for any and all losses, damages or other
liability sustained or incurred by Seller, Astral and the Management Employees
or their successors or assigns resulting from or in connection with any event
described in Section 11.4.



          (e) The amount of any obligations and liabilities for which
indemnification is provided under this Section 11 shall be
reduced by any related recoveries to which the Indemnified Party receives under
insurance policies (including without limitation the insurance referred to in
Section 5.2.9) or other related payments received from third
parties.



          (f) Notwithstanding anything to the contrary herein, the existence of this
Section 11 and of the rights and restrictions set forth
herein do not limit any (i) any type of statutory or common law remedy (i.e.,
any remedy not based on any indemnity right provided in this Section
11) with respect to any knowing (meaning actual knowledge) or
intentional breach of the representations and warranties or covenants contained
in this Agreement or any Seller Document or Buyer Document, as the case may be,
or (ii) any equitable or legal remedies for claims based on fraud.



12. TERMINATION



          If the Closing has not occurred on or before September 30, 2003, then
either Buyer or Seller may, upon written notice to the other parties hereto,
terminate this Agreement, provided, that the party seeking to terminate this
Agreement under this Section 12 shall not be in default
under this Agreement. Upon termination of this Agreement in accordance with
this Section 12, Section 7.13, Section
8.6 or Section 10.1, this Agreement shall be
deemed null, void, and of no further force and effect (except for
Sections 5.3, 6.1, and
16, which shall survive such termination).



13. ALLOCATION OF PURCHASE PRICE



          Seller and Buyer each represent, warrant, covenant, and agree with each
other that the Purchase Price shall be allocated among the Assets, as set forth
on Schedule 13, which allocation shall be updated as of the
Closing Date. Seller and



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Buyer agree (i) that any such allocation shall be
consistent with the requirements of Section 1060 of the Code and the
regulations thereunder, and (ii) that neither party will take a position on any
income tax returns and reports, before any Governmental Authority charged with
the collection of any such tax or in any judicial proceeding, that is in any
manner inconsistent with the terms of any such allocation without the consent
of the other party.


14. REMEDIES



          (a) Each party hereto acknowledges that the Assets to be sold and
delivered to Buyer pursuant to this Agreement are unique and that Buyer has no
adequate remedy at law if Seller shall fail to perform any of its obligations
hereunder, and Seller therefore confirms and agrees that Buyer’s right to
specific performance is essential to protect the rights and interests of Buyer.
Accordingly, in addition to any other remedies which Buyer may have under
Section 11, Seller hereby agrees that Buyer shall have the
right to have all obligations, undertakings, agreements and other provisions of
this Agreement specifically performed by Seller and that Buyer shall have the
right to obtain an order or decree of such specific performance in any of the
courts of the United States or of any state or other political subdivision
thereof.



          (b) Each party hereto acknowledges that the actions to be taken by Seller
pursuant to this Agreement are unique and that Seller has no adequate remedy at
law if Buyer or Martek, as applicable, shall fail to perform any of its
obligations hereunder, and Buyer and Martek therefore confirm and agree that
Seller’s right to specific performance of this Agreement is essential to
protect the rights and interests of Seller. Accordingly, in addition to any
other remedies which Seller may have under Section 11,
Martek and Buyer hereby agree that Seller shall have the right to have all
obligations, undertakings, agreements and other provisions of this Agreement
specifically performed by Martek and Buyer, as the case may be, and that Seller
shall have the right to obtain an order or decree of such specific performance
in any of the courts of the United States or of any state or other political
subdivision thereof.



15. ADDITIONAL ACTIONS AND DOCUMENTS



          Each of the parties hereto agrees that it will, at any time, prior to, at
or after the Closing Date, take or cause to be taken such further actions, and
execute, deliver and file or cause to be executed, delivered and filed such
further documents and instruments, and obtain such consents, as may be
necessary or reasonably requested in connection with the consummation of the
purchase and sale contemplated by this Agreement or in order to fully
effectuate the purposes, terms and conditions of this Agreement. In addition,
Buyer agrees to provide reasonable access after the Closing Date to
representatives of Seller to the books and records




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referred to in
Section 9.2.4 if Seller needs to review the same for any
tax-related issues that may arise or for preparing tax returns.


16. BROKERS



          Seller represents to Buyer that, other than engaging Webster, Rogers LLP
(the fees and expenses for which shall be paid by Seller), Seller has not
engaged, or incurred any unpaid liability (for any brokerage fees, finders’
fees, commissions or otherwise) to any broker, finder or agent in connection
with the transactions contemplated by this Agreement; Martek and Buyer
represent to Seller that neither Martek nor Buyer has engaged, or incurred any
unpaid liability (for any brokerage fees, finders’ fees, commissions or
otherwise) to, any broker, finder or agent in connection with the transactions
contemplated by this Agreement; and Seller agrees to indemnify Martek and
Buyer, and Martek and Buyer agree to indemnify Seller, jointly and severally,
against any claims asserted against the other parties for any such fees or
commissions by any person purporting to act or to have acted for or on behalf
of the indemnifying party. Notwithstanding any other provision of this
Agreement, this representation and warranty shall survive the Closing without
limitation.



17. EXPENSES



          Each party hereto shall pay its own expenses incurred in connection with
this Agreement and in the preparation for and consummation of the transactions
provided for herein. Notwithstanding the foregoing, (a) Seller shall pay the
cost of conveyances, all notary fees, all filing and application fees to any
federal, state or local agency, all sales, stamp, documentary, transfer, and
recording taxes and fees applicable to the transactions contemplated by this
Agreement and the instruments and documents called for hereunder, and (b) Buyer
shall pay all fees and expenses relating to the Title Commitment, the Survey
and other due diligence and inspections of Seller’s business and operation and
the Assets and Improvements.



18. NOTICES



          All notices, demands, requests, or other communications which may be or
are required to be given or made by any party to any other party pursuant to
this Agreement shall be in writing and shall be hand delivered, mailed by
first-class registered or certified mail, return receipt requested, postage
prepaid, delivered by overnight air courier, or transmitted by telegram, telex,
or facsimile transmission addressed as follows:



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	(i)	 	
If to Buyer:
	 	 	

Martek Biosciences Corporation

6480 Dobbin Road

Columbia, Maryland 21045

Facsimile:(410) 740-2985

Attention:George Barker, General Counsel
	 	 	

with a copy (which shall not constitute notice) to:
	 	 	

Hogan & Hartson L.L.P.

111 South Calvert Street

Suite 1600

Baltimore, Maryland 21202

Facsimile: (410) 539-6981

Attention: Michael J. Silver



	(ii)	 	
If to Seller:
	 	 	

FermPro Manufacturing L.P.

Highway 52 North

P.O. Box 5000

Kingstree, South Carolina 29556

Facsimile: (843) 382-8676

Attention: Barney B. Easterling, Jr., President and

                 Chief Executive Officer
	 	 	

with a copy (which shall not constitute notice) to:



	 	 	
Robinson, Bradshaw & Hinson, P.A.

101 North Tryon Street, Suite 1900

Charlotte, North Carolina 28246

Facsimile: (704) 378-4000

Attention: Stephan Willen



or such other address as the addressee may indicate by written notice to the
other parties.


          Each notice, demand, request, or communication which shall be given or
made in the manner described above shall be deemed sufficiently given or made
for all purposes at such time as it is delivered to the addressee (with the
return receipt, the delivery receipt, the affidavit of messenger or (with
respect to a telex) the answerback being deemed conclusive but not exclusive
evidence of such delivery) or at such time as delivery is refused by the
addressee upon presentation.



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19. WAIVER



          No delay or failure on the part of any party hereto in exercising any
right, power or privilege under this Agreement or under any other instrument or
document given in connection with or pursuant to this Agreement shall impair
any such right, power or privilege or be construed as a waiver of any default
or any acquiescence therein. No single or partial exercise of any such right,
power or privilege shall preclude the further exercise of such right, power or
privilege, or the exercise of any other right, power or privilege. No waiver
shall be valid against any party hereto unless made in writing and signed by
the party against whom enforcement of such waiver is sought and then only to
the extent expressly specified therein.



20. BENEFIT AND ASSIGNMENT



          Except as hereinafter specifically provided in this Section
20, no party hereto shall assign this Agreement, in whole or in part,
whether by operation of law or otherwise, without the prior written consent of
Seller (if the assignor is Buyer) or Buyer (if the assignors are Seller, Astral
or the Management Employees); and any purported assignment contrary to the
terms hereof shall be null, void and of no force and effect. In no event shall
any assignment by Seller, Astral or the Management Employees of their rights
and obligations under this Agreement, whether before or after the Closing,
release them from their liabilities hereunder. Notwithstanding the foregoing,
and except for any obligation expressly naming Martek, Buyer or any permitted
assignee of Buyer may assign this Agreement and any and all rights hereunder,
in whole or in part, to any subsidiary of Buyer, but in no event shall any
assignment of Martek release it from its liabilities hereunder.



          This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and assigns as permitted
hereunder. No person or entity other than the parties hereto is or shall be
entitled to bring any action to enforce any provision of this Agreement against
any of the parties hereto, and the covenants and agreements set forth in this
Agreement shall be solely for the benefit of, and shall be enforceable only by,
the parties hereto or their respective successors and assigns as permitted
hereunder.



21. REMEDIES CUMULATIVE



          Except as specifically provided herein, the remedies provided herein shall
be cumulative and shall not preclude the assertion by Seller, Astral or the
Management Employees or by Buyer of any other rights or the seeking of any
other remedies against the other, or its successors or assigns. Nothing
contained herein shall preclude a party from seeking equitable relief, where
appropriate.



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22. ENTIRE AGREEMENT; AMENDMENT



          This Agreement, including the Schedules and Exhibits hereto and the other
instruments and documents referred to herein or delivered pursuant hereto,
contains the entire agreement among the parties with respect to the subject
matter hereof and supersedes all prior oral or written agreements, commitments
or understandings with respect to such matters. No amendment, modification or
discharge of this Agreement shall be valid or binding unless set forth in
writing and duly executed by the party against whom enforcement of the
amendment, modification or discharge is sought.



23. SEVERABILITY



          If any part of any provision of this Agreement or any other agreement,
document or writing given pursuant to or in connection with this Agreement
shall be invalid or unenforceable under applicable law, such part shall be
ineffective to the extent of such invalidity or unenforceability only, without
in any way affecting the remaining parts of such provisions or the remaining
provisions of said agreement.



24. HEADINGS



          The headings of the sections and subsections contained in this Agreement
are inserted for convenience only and do not form a part or affect the meaning,
construction or scope thereof.



25. GOVERNING LAW; ARBITRATION



          (a) This Agreement, the rights and obligations of the parties hereto, and
any claims or disputes relating thereto, shall be governed by and construed
under and in accordance with the laws of the State of Maryland, excluding the
choice of law rules thereof.



          (b) If any dispute shall arise between Buyer and Seller relating to the
indemnity obligations of Buyer and Seller or the occurrence or non-occurrence
of a Milestone Event or an amount to be paid with respect thereto, Buyer and
Seller shall attempt in good faith to agree upon the rights of the respective
parties with respect to any such dispute within 15 days of first arising. If
no such agreement can be reached after good faith negotiation within 15 days of first arising,
either Buyer or Seller may demand arbitration of the dispute; and in such event
the dispute shall be settled by binding arbitration conducted by one arbitrator
mutually agreeable to Buyer and Seller. In the event that within forty-five
(45) days after submission of any dispute to arbitration, Buyer and Seller
cannot mutually agree on one arbitrator, Buyer and Seller shall each select one
arbitrator, and the two arbitrators so selected shall select a third neutral
arbitrator. If the arbitrators selected by the parties are unable or fail to
agree upon the third arbitrator within 15 days of their



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appointment, then the
third arbitrator shall be selected by the American Arbitration Association.
The arbitrator or arbitrators, as the case may be, shall, in their sole
discretion, set a limited time period and establish procedures designed to
reduce the cost and time for discovery while allowing the parties an
opportunity, adequate in the sole judgment of the arbitrator or majority of the
three arbitrators, as the case may be, to discover relevant and non-privileged
documents from the opposing parties about the subject matter of the dispute.
The arbitrator or a majority of the three arbitrators, as the case may be,
shall rule upon motions to compel or limit discovery and shall have the
authority to impose sanctions, including attorneys’ fees and costs, to the same
extent as a competent court of law or equity, should the arbitrators or a
majority of the three arbitrators, as the case may be, determine that discovery
was sought without substantial justification or that discovery was refused or
objected to without substantial justification. The decision of the arbitrator
or a majority of the three arbitrators, as the case may be, shall be binding
and conclusive upon the parties to this Agreement. Such decision shall be
written and shall be supported by written findings of fact and conclusions
which shall set forth the award, judgment, decree or order awarded by the
arbitrator(s). Judgment upon any award rendered by the arbitrator(s) may be
entered in any court having jurisdiction. Any such arbitration shall be held
in Richmond, Virginia, under the Commercial Arbitration Rules then in effect of
the American Arbitration Association. The arbitrator(s) shall determine how
all expenses relating to the arbitration shall be paid, including without
limitation, the respective expenses of each party, the fees of each arbitrator
and the administrative fee of the American Arbitration Association.


26. DEFINITIONS AND REFERENCES



          As used herein, the following terms shall have the meanings set forth
below, unless the context otherwise requires:



          “Act” means the Securities Act of 1933, as amended.



          “Accounts Receivable” shall have the meaning specified in Section
2.5(e).



          “Additional Agreements” shall have the meaning specified in
Section 5.1.3.



          “Additional Liabilities” shall have the meaning specified in
Section 5.1.3.



          “Assets” means Seller’s fermentation facility located at Highway 52 North,
Kingstree, South Carolina 29556 and all real, personal and fixed assets,
rights, benefits and privileges, both tangible and intangible (including the
business of Seller as a “going concern” and all Accounts Receivable thereof,
customer relationships and reputation of Seller), wherever located, owned,
leased or used by



- 56 -






 





Seller in connection with the business and operations of
Seller, excluding the Excluded Assets. Subject to the provisions of
Section 5, Assets shall include all such assets existing on
the date of this Agreement and all such assets acquired between that date and
the Closing Date, and shall include, without limitation, all of Seller’s right,
title and interest:


          (a) In and to certain real property set forth and described in
Schedule 26.1 and in the leasehold interests in that certain
real property set forth and described in Schedule 26.2
(collectively, the “Property”).



          (b) In and to all buildings, structures, fixtures, appurtenances, and
other improvements now or hereafter actually or constructively attached to the
Property, and all modifications, additions, restorations, or replacements of
the whole or any part thereof, including, without limitation, those described
in Schedules 26.1 and 26.2 (the “Improvements”).



          (c) As landlord (whether named as such therein or by assignment or
otherwise) in and to all leases and subleases, if any, of the Property or the
Improvements or any part thereof now existing or at any time hereafter made,
and any and all amendments, modifications, supplements, renewals and extensions
thereof, together with all rents, royalties, security deposits, revenues,
issues, earnings, profits, income and other benefits of the Property or the
Improvements now due or hereafter to become due with respect to the Property or
the Improvements or any part thereof.



          (d) In and to all streets, roads and public places, opened or proposed,
and all easements and rights of way, public and private, tenements,
hereditaments, rights and appurtenances, now or hereafter used or useful in
connection with, or belonging, incident or appertaining to, the Property or the
Improvements.



          (e) In and to all of the furniture, fixtures, furnishings, machinery,
equipment, supplies, fermentation installations, and other property maintained,
owned, leased or used by Seller in connection with the business and operations
of Seller, including, without limitation, those set forth and described in
Schedule 26.3.



          (f) In and to all inventory, raw materials, work-in-progress, packaging
materials, samples, finished goods and other inventories owned, leased or used
by Seller in connection with the business or operations of Seller.



          (g) In and to all of the patents, service marks, copyrights, franchises,
licenses, trademarks and trade names maintained, owned, leased or used by
Seller in connection with the business and operations of Seller (including any
and all applications, registrations, extensions and renewals relating thereto)
(the “Intellectual Property”), and all of the rights, benefits and privileges



- 57 -






 





associated therewith including, without limitation, those set forth and
described in Schedule 2.18.


          (h) In and to all inventions, discoveries, improvements, processes,
software, methods, designs, plans, formulae (secret or otherwise), data,
engineering, technical and shop drawings, specifications, trade secrets,
confidential information, know-how and ideas, whether patentable or not, and
all drawings, records, books or other indicia, however evidenced, of the
foregoing, together with all rights to use any of the foregoing, and all
goodwill associated with any of the foregoing.



          (i) In and to all of the contracts, agreements, leases, commitments,
arrangements, understandings and other intangible assets owned or used by
Seller in connection with the business and operations of Seller, including,
without limitation, the Scheduled Contracts (the “Assumed Contracts”).



          (j) In and to all deposits and prepaid expenses, including, without
limitation, those set forth and described in Schedule 26.4.



          (k) In and to all automotive equipment and motor vehicles maintained,
owned, leased, used, held for use or otherwise held by Seller in connection
with the business and operations of Seller, including, without limitation,
those set forth and described in Schedule 26.5.



          (l) In and to all engineering, business and other books, papers, files and
records pertaining to the operation of Seller, but not the organizational
documents or other corporate records of Seller.



          (m) In and to all manufacturers’ and resellers’ warranties with respect to
the Assets.



          (n) In and to all claims, chooses in action, causes of action, rights of
recovery and rights of setoff of any kind, including, without limitation, any
liens, mechanic’s liens or any rights to payment or to enforce payment in
connection with work performed on or prior to the Closing Date, but excluding
the Avoidance Actions.



          “Assignment of Contracts” means that certain Assignment of Contracts,
dated as of the Closing Date and executed by Seller, substantially in the form
attached hereto as Exhibit C.



          “Assignment of CSX Agreements” means that certain Assignment of CSX
Agreements, dated as of the Closing Date and executed by CSX, Buyer and Seller,
in a form to be agreed upon among CSX, Buyer and Seller.



- 58 -






 





          “Assignment of Licenses” means that certain Assignment of Licenses, dated
as of the Closing Date and executed by Seller, substantially in the form
attached hereto as Exhibit B.



          “Assignment of Receivables” means the Assignment of Accounts Receivable,
dated the Closing Date and executed by Buyer and Seller, substantially in the
form of Exhibit G attached hereto.



          “Assumed Contracts” shall have the meaning specified in clause (i) of the
definition of “Assets.”



          “Assumed Liabilities” shall have the meaning specified in Section
1.4.



          “Assumption Agreement” means that certain Assumption Agreement, dated the
Closing Date and executed by Buyer and Seller, substantially in the form
attached hereto as Exhibit E.



          “Avoidance Actions” shall have the meaning specified in Section
1.4.




          “Benefit Plans” shall have the meaning specified in Section
2.24.



          “Bill of Sale” means that certain Bill of Sale and Assignment of Assets,
dated as of the Closing Date and executed by Seller, substantially in the form
attached hereto as Exhibit A.



          “Buyer Documents” shall mean, collectively, this Agreement, the Assignment
of Receivables, the Assumption Agreement, the Post-Closing Escrow Agreement and
any other documents to be delivered by Buyer hereunder.



          “Cash Portion” shall have the meaning specified in Section
1.2.



          “Closing” means the closing of the purchase, assignment and sale of the
Assets contemplated hereunder.



          “Closing Date” means the time and date on which the Closing takes place,
as established by Section 9.1.



          “COBRA Coverage” shall have the meaning specified in Section
2.24(g).



          “Code” means the Internal Revenue Code of 1986, as amended.



          “Common Stock” shall have the meaning specified in Section
3.3.



          “Confidentiality Agreement” means the Confidentiality Agreement dated as
of November 2, 2001 between Martek and Seller.



- 59 -






 





          “CSX” shall have the meaning specified in Section 2.10.



          “CSX Agreements” shall have the meaning specified in Section
2.10.



          “Current Employees” shall have the meaning specified in Section
2.26.



          “December 31 Balance Sheet” shall mean the balance sheet attached hereto
as Schedule 1.3.



          “Deposit” shall have the meaning specified in Section
1.2(a).



          “DHA” means docosahexaenoic acid.



          “DHA Equipment” shall have the meaning specified in Section
1.2(b)(i).



          “Employee List” shall have the meaning specified in Section
2.26.



          “Employees” shall have the meaning specified in Section
2.24(a).



          “Encumbrance” means any mortgage, pledge, lien, hypothecation, claim,
security interest, agreement, restriction, defect in title, easement,
restriction, encumbrance, or charge.



          “Environmental Claims” means all claims pursuant to Environmental Laws,
including but not limited to, those based on, arising out of or otherwise
relating to: (i) the Remediation, presence or Release of, or exposure to,
Hazardous Materials or other environmental conditions initiated, existing or
occurring prior to the Closing Date at, on, under, above, from, or about any
Property or any real properties formerly owned, leased or operated by Seller or any
of its predecessors or affiliates; (ii) the off-site Release, treatment,
transportation, storage or disposal prior to the Closing Date of Hazardous
Materials originating from Seller, the Assets or Seller’s business; (iii) any
violations of Environmental Laws by Seller prior to the Closing Date, including
reasonable expenditures necessary to cause Seller to be in compliance with or
resolve violations of Environmental Laws.



          “Environmental Laws” means any Laws (including, without limitation, the
Comprehensive Environmental Response, Compensation, and Liability Act) relating
to the Remediation, generation, production, installation, use, storage,
treatment, transportation, Release, threatened Release, or disposal of
Hazardous Materials, or noise control, or the protection of human health,
safety, natural resources, animal health or welfare, or the environment.



          “Environmental Permits” means any permits, licenses, certificates and
approvals required under any Environmental Law.

- 60 -






 




          “Environmental Reports” shall have the meaning specified in
Section 2.25(e).



          “ERISA” shall have the meaning specified in Section
2.24(a).



          “ERISA Affiliate” shall have the meaning specified in Section
2.24(c).



          “Exchange Act” means the Securities and Exchange Act of 1934, as amended.



          “Excluded Assets” means the Retained Receivables and Investments, and all
Benefit Plans of Seller.



          “Excluded Liabilities” means all of Seller’s liabilities other than the
Assumed Liabilities, including, without limitation, liabilities related to
accrued vacation benefits, accrued 401(k) retirement plan contributions, any
severance benefits or Seller’s post-retirement medical benefits plan
obligations appearing on the December 31 Balance Sheet of Seller and incurred
subsequently.



          “GAAP” shall mean Generally Accepted Accounting Principles.



          “Governmental Authority” means any agency, board, bureau, court,
commission, department, instrumentality, or administration of the United States
government, any state government or any local or other governmental body in a
state, territory or possession of the United States or the District of
Columbia.



          “Hazardous Materials” means any wastes, substances, radiation, or
materials (whether solids, liquids or gases): (i) which are hazardous, toxic,
infectious, explosive, radioactive, carcinogenic or mutagenic; (ii) which
are defined as “pollutants,” “contaminants,” “hazardous materials,” “hazardous
wastes,” “hazardous substances,” “toxic substances,” “radioactive materials,”
“solid wastes,” or other similar designations in, or otherwise subject to
regulation under, any Environmental Laws; (iii) which contain without
limitation polychlorinated biphenyls (PCBs), toxic mold, methyl-tertiary butyl
ether (MTBE), asbestos or asbestos-containing materials, lead-based paints,
urea-formaldehyde foam insulation, or petroleum or petroleum products
(including, without limitation, crude oil or any fraction thereof); or (iv)
which pose a hazard to human health, safety, natural resources, employees or
the environment.



          “Improvements” shall have the meaning specified in clause (b) of the
definition of “Assets.”



          “Indemnified Party” and “Indemnifying Party” shall have the respective
meanings specified in Section 11.5(a).



          “Initial Shares” shall have the meaning specified in Section
1.2(a).



- 61 -






 





          “Intellectual Property” shall have the meaning specified in clause (g) of
the definition of “Assets.”



          “June 30 Balance Sheet” shall have the meaning specified in
Section 1.3(a).



          “Knowledge” means the actual knowledge after reasonable due inquiry of the
Management Employees or the named executive officers of Buyer or Seller, as the
case may be.



          “Laws” means all foreign, federal, state and local statutes, laws,
ordinances, or regulations, rules, orders, injunctions, awards (including,
without limitation, awards of any arbitrator), judgments and decrees directly
applicable to the specified persons or entities and to the businesses and
assets thereof (including, without limitation, Laws relating to securities
registration and regulation; the sale, leasing, ownership or management of real
property; employment practices, terms and conditions, and wages and hours;
building standards, land use and zoning; safety, health and fire prevention;
and environmental protection, including Environmental Laws).



          “Martek Reports” shall have the meaning specified in Section
3.4.



          “Material Adverse Effect” means any effect that is materially adverse to
the business, results of operations or financial condition of a party or to
the ability of any party to this Agreement to consummate the transactions
contemplated hereby or perform their respective obligations under this
Agreement.



          “Material
Consents” shall have the meaning specified in Section
7.2.



          “Milestone Event” shall have the meaning specified in Section
1.2(b).



          “Milestone Shares” shall have the meaning specified in Section
1.2.



          “Mortgage” shall have the meaning specified in Section
2.9.



          “New Shares” shall have the meaning specified in Section
1.2.



          “New Tank Expenses” means the construction and employment costs incurred
by Seller in connection with the new 200,000 liter tanks on the Property on
behalf of Martek.



          “Note” shall have the meaning specified in Section 2.9.



          “Pension Plan” shall have the meaning specified in Section
2.24(b).



          “Permitted Encumbrances” shall have the meaning specified in
Section 2.5(b).



- 62 -






 





          “Post-Closing Escrow Agent” shall mean the escrow agent specified in the
Post-Closing Escrow Agreement.



          “Post-Closing Escrow Agreement” means the Post-Closing Escrow Agreement
substantially in the form attached hereto as Exhibit H.



          “Property” shall have the meaning specified in clause (a) of the
definition of “Assets.”



          “Prospectus” shall have the meaning specified in Section
4.2(a).



          “Purchase Price” shall have the meaning specified in Section
1.2.



          “Registration Statement” shall have the meaning specified in
Section 4.1(a) or 4.2 as applicable.



          “Release” means any presence, emission, spill, seepage, leak, escape,
leaching, discharge, injection, pumping, pouring, emptying, dumping, disposal,
migration or release of Hazardous Materials into or upon the environment,
including the air, soil, improvements, surface water, groundwater, the sewer,
septic system, storm drain, publicly owned treatment works, or waste treatment,
storage or disposal systems.



          “Remediation” means any investigation, clean-up, removal action, remedial
action, restoration, repair, response action, corrective action, monitoring,
sampling and analysis, installation, reclamation, closure, or post-closure in
connection with the threatened or actual Release of Hazardous Materials.



          “Retained Receivables and Investments” means the accounts receivable owed
to FermPro by Ecogen, Inc. and the promissory note and common stock issued by
Bioenergy, Inc. to FermPro.



          “Retiree Obligation” shall have the meaning specified in Section
2.24(e).



          “Rights Agreement” shall have the meaning specified in Section
3.3.



          “RCRA” means the Resource Conservation and Recovery Act.



          “Scheduled Contracts” means the contracts set forth on Schedule
2.20.



          “SEC” shall mean the Securities and Exchange Commission.



          “Seller Affiliate” shall have the meaning specified in Section
4.2.



- 63 -






 





          “Seller Documents” shall mean, collectively, this Agreement, the
Assignment of Contracts, the Assignment of Licenses, the Assignment of
Receivables, the Assumption Agreement, the Bill of Sale, the Special Warranty
Deed, the Post-Closing Escrow Agreement, and any other document to be delivered
by Seller hereunder.



          “Seller Indemnified Parties” shall have the meaning specified in
Section 4.2(a).



          “Seller Parties” shall have the meaning specified in Section
2.2.



          “Service Bonus” shall have the meaning specified in Section
5.1.4.



          “Special Warranty Deed” means (i) that certain Special Warranty Deed,
dated the Closing Date and executed by Seller, substantially in the form
attached hereto as Exhibit F.



          “Stock Option Plans” means Martek’s 1997 Stock Option Plan, 2001 Stock
Option Plan and the 2002 Stock Option Plan.



          “Survey” shall have the meaning specified in Section
7.6.



          “Theoretical Capacity” means the output of DHA based on the average yields
for the ninety (90) days immediately preceding the first anniversary of the
Closing Date of similar equipment in terms of size and function located at
Martek’s Winchester, KY plant.



          “Title Commitment” means an irrevocable title insurance commitment, in
form and substance satisfactory to Buyer, issued by a title insurance company
acceptable to Buyer with respect to the Property described in Schedule
26.1 for (i) a prepaid owner’s policy of title insurance (on ALTA
Form B 1970), showing fee simple title to the Property described in
Schedule 26.1 in Buyer, and (ii) a prepaid full-coverage
mortgagee policy of title insurance (on the ALTA 1970 form), naming Buyer’s
lender as the insured party, insuring that the mortgage of Buyer’s lender
constitutes a valid and recorded first lien on a good and marketable fee simple
interest in the Property described in Schedule 26.1, and
providing full protection against filed and unfiled mechanics’ and
materialmen’s liens. The dollar amount of each policy shall be equal to the
amount of consideration allocated to the real property pursuant to
Section 13 in the case of the owner’s policy and in the
amount required by Buyer’s lender in the case of the mortgagee policy.



          “Title Company” means the Title Company selected by Buyer.



          “Title Policy” shall have the meaning specified in Section
7.5.



- 64 -






 





          “Utilities” shall have the meaning specified in Section
2.1.5.



          All references to clauses, Sections, Exhibits and Schedules are to
clauses, Sections of and Exhibits and Schedules to this Agreement.



27. ANNOUNCEMENTS



          Buyer and Seller shall consult with one another in accordance with the
Confidentiality Agreement with regard to all press releases and other
announcements or publicity issued at or prior to Closing concerning the
transactions contemplated by this Agreement.



28. SIGNATURE IN COUNTERPARTS



          This Agreement may be executed in separate counterparts, none of which
need contain the signatures of all parties, each of which shall be deemed to be
an original, and all of which taken together constitute one and the same
instrument. It shall not be necessary in making proof of this Agreement to
produce or account for more than the number of counterparts containing the
respective signatures of, or on behalf of, all of the parties hereto.




- 65 -









 



     IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement, or has caused this Agreement to be duly executed and delivered in
its name on its behalf, all as of the day and year first above written.



	 	 	 	 	 	 	 
	WITNESS:	 	
SELLER:
	 	 	 	 	 	 	 
	[Seal]	 	
FermPro Manufacturing L.P.
	 	 	 	 	 	 	 
	 	 	
By:
	 	Astral Technologies, Inc.,

its General Partner
	 	 	 	 	 	 	 
	 	 	
By:
	 	/s/ Barney B. Easterling, Jr.
	
	 	 	 	

	 	 	 	 	Name:
	 	Barney B. Easterling, Jr.
	 	 	 	 	 	 	

	 	 	 	 	Title:
	President & CEO
	 	 	 	 	 	

	 	 	 	 	 	 	 
	[Seal]	 	
Astral Technologies, Inc.
	 
	 	 	
By:
	 	/s/ Barney B. Easterling, Jr.
	
	 	 	 	

	 	 	 	 	Barney B. Easterling, Jr.

President and Chief Executive Officer
	 	 	 	 	 	 	 
	 	 	
Management Employees:
	 
	 	 	 	 	/s/ Flint Harding, III
	
	 	


	 	 	
Flint Harding, III
	 	 	 	 	 	 	 
	 	 	 	 	/s/ Rachel S. Montgomery
	
	 	


	 	 	
Rachel S. Montgomery
	 	 	 	 	 	 	 
	 	 	 	 	/s/ Michael L. Horton
	
	 	


	 	 	
Michael L. Horton



S-1






 





	 	 	 	 	 	 	 
	 	 	 	 	/s/ H. Ronald Easler
	

	 	


	 	 	H. Ronald Easler
	 	 	 	 	 	 	 
	 	 	 	 	
/s/ Roger H. Gause
	 	 	


	 	 	
Roger H. Gause
	 	 	 	 	 	 	 
	 	 	 	 	/s/ Barney B. Easterling, Jr.
	

	 	


	 	 	
Barney B. Easterling, Jr.
	 	 	 	 	 	 	 
	 	 	
BUYER:
	 	 	 	 	 	 	 
	[Seal]	 	
Martek Biosciences Corporation
	 	 	 	 	 	 	 
	 	 	
By:
	 	/s/ Henry Linsert, Jr.
	
	 	 	 	

	 	 	 	 	Name:
	 	Henry Linsert, Jr.
	 	 	 	 	 	 	

	 	 	 	 	Title:
	 	Chairman & CEO
	 	 	 	 	 	 	




S-2






 



SCHEDULES




	 	 	 
	1	 	
Management Employees of FermPro Manufacturing, LP
	 	 	 
	1.3	 	
December 31, 2002 Balance Sheet
	 	 	 
	2.1	 	
Equity Investments
	 	 	 
	2.2	 	
Authorizations
	 	 	 
	2.3	 	
Seller Litigation, Permits, Licenses and Approvals
	 	 	 
	2.4	 	
Financial Statements
	 	 	 
	2.5(a)	 	
Assets
	 	 	 
	2.5(b)(i)	 	
Permitted Encumbrances
	 	 	 
	2.5(b)(ii)	 	
Encumbrances to Be Removed
	 	 	 
	2.5(c)	 	
Assets Owned or Held for Use by Seller’s Customers
	 	 	 
	2.5(d)	 	
Covenants and Restrictions
	 	 	 
	2.5(e)	 	
Accounts Receivable
	 	 	 
	2.7	 	
Mechanic’s Liens
	 	 	 
	2.10	 	
CSX Transportation, Inc. Agreements
	 	 	 
	2.11	 	
Oral Agreements
	 	 	 
	2.13	 	
Mechanical Warranties
	 	 	 
	2.14	 	
Operating Agreements
	 	 	 
	2.16	 	
Real Estate Taxes and Valuations
	 	 	 
	2.18	 	
Intellectual Property
	 	 	 
	2.20	 	
Scheduled Contracts
	 	 	 
	2.21	 	
Conflicts
	 	 	 
	2.24(a)	 	
Employee Benefit Plans
	 	 	 
	2.24(e)	 	
Retiree Obligation
	 	 	 
	2.25(a)	 	
Environmental Compliance
	 	 	 
	2.25(b)(i)	 	
Environmental Liabilities
	 	 	 
	2.25(b)(ii)	 	
Environmental Liabilities
	 	 	 
	2.25(b)(iii)	 	
Environmental Liabilities
	 	 	 
	2.25(c)	 	
Environmental Permits
	 	 	 
	2.25(d)(i)	 	
Underground Improvements



 






 




	 	 	 
	2.25(d)(ii)	 	
Use of Property as Dump or Landfill; Fill or Wetlands
	 	 	 
	2.25(d)(iii)	 	
Prior Use of Other Real Property as Dump or Landfill
	 	 	 
	2.25(d)(iv)	 	
PCBs or Asbestos
	 	 	 
	2.25(d)(v)	 	
Release of Hazardous Materials
	 	 	 
	2.25(e)	 	
Environmental Reports
	 	 	 
	2.25(f)	 	
National Priorities List
	 	 	 
	2.25(i)	 	
Capital Expenditures over $50,000
	 	 	 
	2.26	 	
Collective Bargaining Agreements; Employment Agreements; List of Employees
	 	 	 
	2.27	 	
Insurance
	 	 	 
	3.2	 	
Authorization
	 	 	 
	3.6	 	
Buyer Litigation
	 	 	 
	5.1.4	 	
Employee Bonus Payments
	 	 	 
	5.6	 	
Removal of Materials
	 	 	 
	7.2	 	
Material Consents
	 	 	 
	9.2.6(iv)	 	
Certain Scheduled Contracts
	 	 	 
	9.2.10	 	
UCC Report States
	 	 	 
	13	 	
Purchase Price Allocation
	 	 	 
	26.1*	 	
Property and Improvements
	 	 	 
	26.2*	 	
Leasehold Interests and Improvements
	 	 	 
	26.3*	 	
Furniture and Fixtures
	 	 	 
	26.4*	 	
Deposits; Prepaid
	 	 	 
	26.5*	 	
Automobile Equipment




	* Schedules referenced in
definition of “Assets” in Section 26.



 






 






EXHIBITS




	 	 	 
	Exhibit A	 	
Bill of Sale
	 	 	 
	Exhibit B	 	
Assignment of Licenses
	 	 	 
	Exhibit C	 	
Assignment of Contracts
	 	 	 
	Exhibit D	 	
Form of Proprietary Information, Inventions and Non-Solicitation
Agreement
	 	 	 
	Exhibit E	 	
Assumption Agreement
	 	 	 
	Exhibit F	 	
Special Warranty Deed
	 	 	 
	Exhibit G	 	
Assignment of Receivables
	 	 	 
	Exhibit H	 	
Post-Closing Escrow Agreement