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                                                      Exhibit 10 (ii)


                                   SUPPLY AGREEMENT


    This Supply Agreement (this "Agreement") dated as of June 30, 1995 is 
between SVENSKA FODER AB, a Swedish corporation, with offices located at 
Kinnegatan 23, (Box 673), S-531-16 Lidkoping, Sweden ("Buyer"), and 
AQUASEARCH, INC., a Colorado corporation, with offices located at 4350 
Executive Drive, Suite 200, San Diego, California, USA ("Seller").

    In consideration of the mutual covenants and agreements contained in this 
Agreement, the parties agree as follows:

    1.  BACKGROUND.  Seller is engaged in the business of producing 
microalgae.  Buyer is engaged in the business of producing and distributing 
poultry feed.  In order to secure a source of astaxanthin for its business, 
Buyer desires to purchase from Seller and Seller is willing to supply to 
Buyer the Product on the conditions described in this Agreement.

    2.  DEFINITIONS.  As used in this Agreement the following capitalized 
terms have the following meanings:

        "First Shipment" shall mean the date of the first shipment of the 
Product which shall be within ninety (90) days after the date first written 
above.

        "Minimum Quantity" shall mean sixty (60) kilograms of pure 
astaxanthin per year, or approximately five (5) kilograms per month, 
commencing at First Shipment and through the remainder of the Term.

        "Product" shall mean Haematococcus with a pure astaxanthin level of 
between 2.7% and 3.3% and shall include any and all changes made thereto 
during the Term.

        "Term" shall have the meaning set forth in Section 10 of this 
Agreement.

    3.  PURCHASE AND SALE.  During the Term, Seller shall produce and sell to 
Buyer and Buyer shall purchase at least the Minimum Quantity of the Product 
as provided in this Agreement.  If Seller shall determine that any shipment 
of the Product will be delayed, then, within one (1) day of that 
determination, Seller shall give Buyer written notice of the delay.

    4.  EXCLUSIVITY.  Commencing at First Shipment, except for sales to Buyer 
under this Agreement, Seller shall not knowingly sell any Product for use in 
poultry, pig, cattle and horse ("Livestock") feed:  (a) in Sweden during the 
remainder of the Term; or (b) in the rest of the world during the first 
twelve (12) months after First Shipment.  Seller shall review sales growth at 
approximately six (6) and twelve (12) months after First Shipment.  At its 
sole discretion after reviewing sales growth, Seller may extend the 
world-wide exclusivity terms for additional periods.


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    5.  SHIPMENT CONTRACT.  This Agreement is a shipment contract and Seller 
shall ship the Product to Buyer at the place or places specified by Buyer. 
Buyer shall pay all shipping charges to those places, including any charges 
incurred by Seller in delivering the Product to the carrier.

    6.  ANALYSES.  Within seven (7) days of each shipment of the Product, 
Seller shall deliver to Buyer by telecopy an analysis of the astaxanthin 
level of the Product in that shipment.  Seller and Buyer may mutually agree 
that Seller shall perform and deliver to Buyer other analyses with respect to 
the Product.

    7.  PURCHASE PRICE AND TERMS.  The price for the Product shall be 
calculated on the weight of pure astaxanthin contained in the Product at the 
rate of US$2000 per kilogram of pure astaxanthin.  Buyer shall remit to the 
bank specified by Seller the invoice amount of the Product shipped to Buyer 
within thirty (30) days of the receipt of the shipment by Buyer.  Buyer shall 
pay all customs tariffs, duties and clearances.

    8.  REGULATORY CLEARANCES.  Buyer, at its expense, shall obtain all 
necessary regulatory clearances for its use of the Product.

    9.  DISCLAIMER OF WARRANTY.  Buyer affirms that it has not relied upon 
Seller's skill or judgment to select or supply goods for any particular 
purpose and that all sales made under this Agreement are made WITHOUT ANY 
WARRANTY BY SELLER THAT THE PRODUCT IS SUITABLE FOR ANY PARTICULAR PURPOSE.

    10. DEATH OF LIVESTOCK.  Buyer shall promptly notify Seller of any claim 
that the death of any Livestock was caused by ingestion of the Product.  If 
Buyer shall establish by clear and convincing evidence that the Product was 
defective due to the fault of Seller and that any death of any Livestock was 
directly caused by the ingestion of such defective Product, then Seller shall 
reimburse Buyer for the following liabilities actually incurred by Buyer: (a) 
the replacement cost of such Livestock, and (b) reasonable attorneys' and 
experts' fees relating to establishing Seller's liability under this Section.

    11. NO PUBLICITY.  Neither party shall issue any publicity releases 
concerning this Agreement without the prior approval of the other party, 
which approval shall not be unreasonably withheld.

    12. CONFIDENTIAL INFORMATION.  Buyer shall be bound by all the terms and 
conditions applicable to Cultor Ltd., a Finnish publicly quoted company, 
under the Confidentiality Agreement dated May 4, 1994 between Seller and 
Cultor Ltd. as originally executed, a copy of which is attached as Exhibit A.

    13. TERM AND TERMINATION.  The Term of this Agreement shall commence on 
the date first written above and shall continue for a three (3) year period 
after First Shipment.  Notwithstanding the foregoing, this Agreement may be 
sooner terminated:

        (a)  upon the mutual written agreement of the parties; or

        (b)  at the election of either party, effective upon notice to 
terminate this Agreement, if (i) the other party shall default in the 
performance of any of its obligations hereunder, and (ii) such 


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default shall not have been cured within ninety (90) days (or within such 
other period of time as the parties may agree in writing) of the receipt by 
the defaulting party of notice of default; or

       (c)  at the election of Buyer, effective upon notice to terminate this 
Agreement, if it is determined that the Product results in an egg yolk color 
that is significantly adverse to the results obtained by Buyer using its 
current Haematococcus product as indicated by comparing color using a Roche 
color chart; PROVIDED that Buyer shall give Seller (i) notice of such adverse 
results within thirty (30) days after receipt of the first shipment of the 
Product, and (ii) a reasonable period of not less than ninety (90) days (or 
such other period of time as the parties may agree in writing) to attempt to 
correct any adverse egg yolk color results.

    14. OBLIGATIONS AT TERMINATION.  Upon the expiration or termination of 
this Agreement:

        (a)  Buyer shall promptly pay all amounts owing Seller; and

        (b)  Seller shall not be liable to Buyer for any compensation or 
damages of any kind for any reason, including, without limitation, loss of 
present or prospective profits, anticipated sales, or goodwill of Buyer; and

        (c)  as directed by Seller, Buyer promptly shall return to Seller, 
at Seller's expense, or shall destroy, at Buyer's expense, any materials 
containing confidential information of Seller.

    15. NO ASSIGNMENT.  This Agreement may not be assigned by either party.

    16. ARBITRATION.  All disputes arising in connection with this Agreement 
shall be finally settled under the Rules of Conciliation and Arbitration of 
the International Chamber of Commerce by a single arbitrator appointed in 
accordance with those Rules.  Arbitration shall be conducted in the State of 
Hawaii, United States of America, in the English language.  The arbitrator 
shall apply the governing law set forth in Section 16 of this Agreement and 
shall render a written and signed award containing written findings of facts 
and conclusions of law.  Judgment upon the award may be entered in any court 
of competent jurisdiction.

    17. AMENDMENTS.  This Agreement may be amended, altered or otherwise 
modified only by a writing duly executed by the parties.

    18. FORCE MAJEURE.  If the performance of any part of this Agreement by 
either party is prevented, hindered or delayed by any cause beyond the 
control of that party, including, but not limited to, strikes and acts of 
God, the party affected shall be excused from performance to the extent that 
it is necessarily prevented, hindered or delayed during the continuance of 
any such happening or event, and this Agreement shall be suspended so long as 
and to the extent that any such cause prevents or delays its performance.

    19. GOVERNING LAW.  This Agreement shall be construed and interpreted in 
accordance with the laws of the State of Hawaii, United States of America.


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    20. NOTICES.  All notices, requests, information or demands which any 
party may desire or may be required to give to the other shall be in writing 
and shall be personally delivered or sent via telegram, telex, telecopy or by 
receipted express courier, to the party at the address appearing above or to 
such other address as either party may inform the other by written notice.  
All such communications so given shall be deemed effective upon receipt or, 
if couriered, upon receipt or the expiration of the third day following the 
date of couriering, whichever occurs first.

    21. COUNTERPART; TELECOPY.  This Agreement may be executed in counterpart 
and delivered by telecopy.

    IN WITNESS WHEREOF, the parties, intending to be legally bound, have 
caused this Agreement to be executed in their corporate names by their duly 
authorized agents as of the date first written above.

SELLER:                                BUYER:

AQUASEARCH, INC.                       SVENSKA FODER AB


By  /s/ MARK HUNTLEY                   By  /s/ LENNART EDVINSSON 
   ------------------------------         ------------------------------
    Mark Huntley                           Lennart Edvinsson
    Its President and Chairman             Its Managing Director


By  /s/ MICHAEL C.B. SMITH             By  /s/ JOHAN INBORR   
   ------------------------------         ------------------------------
    Michael C.B. Smith                     Johan Inborr
    Its VP Business Development            Its Director, Business Area
      and Strategic Planning                 Animal Feed


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