MARTEK
BIOSCIENCES CORPORATION
AMENDED AND RESTATED
MANAGEMENT CASH BONUS INCENTIVE PLAN
April 25, 2002

Section
1. Purpose. The purposes of this Amended and Restated Management Cash Bonus
Incentive Plan (the Plan) are to promote the interests of Martek
Biosciences Corporation and its subsidiaries (collectively, the
Corporation) by providing additional incentive and reward to key
management employees of the Corporation who contribute materially to the success
of the Corporations business and to aid the Corporation in attracting,
retaining and motivating the management personnel required for the
Corporations continued growth.

Section
2. Effective Date. Subject to approval of the Board of Directors of Martek
Biosciences Corporation (the Board of Directors), the Plan shall
become effective as of April 25, 2002 for the fiscal year ended
October 31, 2002 and subsequent years.

Section
3. Administration. The Plan shall be administered by the Compensation
Committee of the Board of Directors (the Compensation Committee).
The Compensation Committee shall, subject to approval by the full Board of
Directors, establish the size of the total potential bonus pool (the
Potential Bonus Pool) and the percentage that the Potential Bonus
Pool represents of the total of the salaries of eligible management employees of
the Corporation (the Potential Bonus Percentage) for each fiscal
year after Martek Biosciences Corporations operating budget and corporate
objectives are adopted by the full Board of Directors. At the end of each fiscal
year, the Compensation Committee shall, subject to approval by the full Board of
Directors, establish the size of the total final bonus pool (the Final
Bonus Pool) based upon the Compensation Committees review of the
performance of the Corporation for the just completed fiscal year in relation to
the initial budget and corporate objectives. The Compensation Committee, working
with the objectives and accomplishments of the individual eligible management
employees of the Corporation (the Eligible Employees) and
recommendations from the Chief Executive Officer of Martek Biosciences
Corporation (the Chief Executive Officer), shall then allocate the
Final Bonus Pool to the Eligible Employees. The amount of any award to any
employee shall, however, be in the sole discretion of the Compensation
Committee, but in no case shall the bonus allocated to any one Eligible Employee
exceed a percentage of that employees base salary (in effect on the day
the Potential Bonus Percentage is determined) which is equal to the Potential
Bonus Percentage.

Section
4. Eligibility. Eligible Employees shall consist of those management
employees of the Corporation recommended by the Chief Executive Officer and
approved by the Compensation Committee and the full Board of Directors. The
selection of any employee for participation in the Plan shall not give such
participant any right to be retained in the employ of the Corporation and the
right and power of the Corporation to dismiss or discharge any participant is
specifically reserved. In its sole discretion, the Compensation Committee may
also make an award to the surviving spouse or the estate of a deceased Eligible
Employee who dies during the year for which an award is made. No such
participant or any person under or through that participant shall have any right
or interest, whether vested or otherwise, in the Plan or in any award hereunder
until an award has actually been paid in cash to such participant.

Section
5. Awards. Cash bonus incentive awards for any fiscal year shall be
determined and paid during the first fiscal quarter of the subsequent fiscal
year, or as close to such time as is practicable. All awards under this Plan
shall be paid in cash. To receive an award under this Plan, an Eligible Employee
must be a full-time employee of the Corporation at the time such award is
actually paid unless an Eligible Employee terminated employment with the
Corporation due to normal retirement, early retirement with consent of the
Corporation, disability retirement or death (Eligible Terminations).
In the case of any Eligible Termination, the Compensation Committee shall, in
its sole discretion, be permitted to, but not be required to, make awards under
the Plan on a pro-rata basis, based on the percentage of the fiscal year the
Eligible Employee was employed by the Corporation.

Section
6. Life Insurance and Other Employee Benefits. By acceptance of any award
under the Plan, an Eligible Employee agrees that it is special incentive
compensation and that it will not be taken into account in determining the
amount of any life insurance coverage available to such employee under any group
life insurance plan provided by the Corporation, nor shall such compensation be
taken into account in the determination of any other employee benefits provided
by the Corporation unless otherwise required by law.

Section
7. Amendment, Suspension or Termination of the Plan. The Board of Directors
shall have the sole right and discretion to amend, suspend or terminate the
Plan.