Settlement Terms Related to Arbitration of License Agreement
   Dated September 15, 1993 Between PHARMACIA Corporation, on behalf of MONSANTO, as defined herein, and OMEGATECH Inc., a Colorado
                                                              Corporation
                                                             10 May, 2000

1)
OMEGATECH will pay MONSANTO (a) an annual payment of 5% on Net Sales of Human
Application Products and Aquaculture Products and (b) an annual payment of 2% on
Net Sales of Animal Application Products (the Annual Payments). No
Annual Payments will be made with respect to OMEGATECHs own branded
consumer products or products used therein. In addition, a front end payment of
$2,000,000 will be paid by OMEGATECH to MONSANTO within 30 days following the
date of this Agreement. OMEGATECH shall make an additional payment to MONSANTO
if OMEGATECH completes an initial public offering of its stock
(IPO), of 1% of the net proceeds of that offering. The maximum total
payments, including 1) the Annual Payments, 2) the front end payment and 3) 1%
of net proceeds of such IPO, will be capped at $28.5 million Net Present Value
as of July 1, 2000 determined at a 12% per annum discount rate (the
Cap).

2)
Net Sales, as used herein, shall mean the gross dollar amount of sales of
Products or royalty proceeds from OmegaTech Technology or Jointly Developed
Technology received from a customer or licensee by OMEGATECH, its Affiliates or
assignees, less any of the following items included in the gross dollar amount
of sales or royalties as shown on the applicable invoice:

a)    any of the following actually allowed to customers:
quantity discounts, cash discounts, returns, rebates orretroactive price reductions;

b)    excise, sales or value added taxes;

c)    freight, duties, warehousing and port clearance charges, or distributor discounts or allowances; or

d)    commissions, if any, paid on the applicable
transaction to unrelated third parties (i.e., individuals who are not employed by OMEGATECH or an Affiliate thereof, or entities which are not OMEGATECH or an Affiliate thereof).

If a Product is sold for less than its fair market value to an Affiliate of
OMEGATECH the gross dollar amount of such sale will be increased to reflect the
fair market value for such Product which would be paid by an unrelated buyer
after arms length negotiations.

---

*The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of
the Securities Exchange Act of 1934.  The confidential portions have been submitted separately to the Securities
and Exchange Commission.

---

3)
Annual Payments shall be due on or before July 31 of each calendar year for Net
Sales from the previous Fiscal Year. Fiscal Year shall mean a
twelve-month period starting on July 1 and ending on June 30 of the subsequent
year. Beginning on July 31, 2003, each Annual Payment shall be: a) the actual
sum owed pursuant to subparagraphs 1(a) and 1(b), or b) $500,000 per year,
whichever is greater.

4)
After completing the Annual Payment due on July 31, 2010, OMEGATECHs
maximum total payment under Paragraphs 1 and 3 shall be satisfied if OMEGATECH
pays MONSANTO the lesser of: a) $3 million or b) the difference between $28.5
million and the Net Present Value as of July 1, 2000, of the total payments
actually made by OMEGATECH to MONSANTO under Paragraphs 1 and 3, including 1)
Annual Payments 2) the front end payment and 3) 1% of net proceeds of the IPO.

5)
All rights and obligations of both parties under the License Agreement dated
September 15, 1993 between Merck & Co. and OMEGATECH (the License
Agreement), as amended, shall terminate. This Agreement cancels and
supercedes the License Agreement.

6)
MONSANTO shall cooperate and assist OMEGATECH with the transfer (to the extent
permitted by the agreements) of all rights under existing third party agreements
relating to OMEGATECH Technology and/or Jointly Developed Technology, at
OMEGATECHs option. MONSANTO shall also cooperate and assist in the
transfer of all Jointly Developed Technology to OMEGATECH.

7) MONSANTO will transfer to OMEGATECH:

a)    
All regulatory, safety, clinical and pre-clinical studies and data relating to
OMEGATECH Technology, and/or Jointly Developed Technology within thirty (30)
days of the date of this Agreement;

b)    
All materials, marketing data and other information developed during the course
of the License Agreement and relating to OMEGATECH Technology and/or Jointly
Developed Technology;

c)    
All OMEGATECH Technology and/or Jointly Developed Technology including the
Microorganisms, all manuals and SOPs relating to the manufacturing, extraction,
and processing of DHA and ARA biomass and oil, and any sequences, cDNA
libraries, plasmids, electronic copies of DNA sequences, and other biomaterials
relating to any OMEGATECH Technology and/or Jointly Developed Technology; and

d)    
All intellectual property rights, including patents, patent applications, trade
secrets and know how, copyrights and trademarks, (including, but not limited to
SeaGold) claiming, disclosing or applying to OMEGATECH Technology
and/or Jointly Developed Technology, including but not limited to the
SchizochytriumPKS and genetic transformation technologies and the
solventless extraction and high density fermentation technologies. MONSANTO will
cooperate and cause its employees, former employees (to the extent possible) and
agents to cooperate on any transfer under this paragraph. MONSANTO will
cooperate and cause its employees, former employees (to the extent possible) and
agents to cooperate respecting patent prosecutions related to OMEGATECH
Technology and/or Jointly Developed Technology, at OMEGATECH expense.

---

*The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of
the Securities Exchange Act of 1934.  The confidential portions have been submitted separately to the Securities
and Exchange Commission.

---

The
items in subparagraphs b, c and d above shall be transferred to OMEGATECH as
soon as practicable, but no later than 90 days after the date of the Agreement.
MONSANTO may retain a single copy of material transferred for archival purposes.

e)    
After the date of this Agreement, MONSANTO shall retain copies of necessary
documentation and materials, and shall be granted such limited license, if
necessary, that may be required to fulfill the obligations under paragraph 16,
and shall be permitted to assign such rights, transfer such documentation, and
share information with CP Kelco so that CP Kelco may fulfill its obligations
under the Contract Manufacturing Agreement (CMA) attached as Exhibit
A. If CP Kelco develops any process improvement related exclusively to DHA
Product manufacturing pursuant to the CMA, MONSANTO agrees to assign any rights
or interest that it may possess pursuant to the CMA to OMEGATECH. MONSANTO
further agrees to assign its interest under the CMA to OMEGATECH, at
OMEGATECHs option, following the Lehman/Hercules sale.

8)
MONSANTO shall not assert against OMEGATECH and its sublicensees any patents
resulting from PCI application number PCT/US98/11639 and all corresponding
patents in the chain whether already issued or issued on any applications which
are either divisional, continuation, continuation-in-part or any corresponding
patents related to any of the foregoing, such non-assert to apply only in the
fields of:

---

*The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of
the Securities Exchange Act of 1934.  The confidential portions have been submitted separately to the Securities
and Exchange Commission.

---

a)    Improvements or modifications to algal and protist strains, including without limitation Thraustochytrid strains,
                  and/or Mortierella sect. schmuckeri fungal strains;

b)    Fermentation, recovery and purification systems/processes for the production of products and products derived from
                  algal and protist strains, including without limitation Thraustochytrid strains, and/or Mortierella sect. schmuckeri
                  fungal strains; and

c)    The use of algal and protist genes, including without limitation Thraustochytrid genes, and Mortierella sect.
                  schmuckeri genes in higher plants.

9)
MONSANTO shall not assert any MONSANTO technology which is required to practice
OMEGATECH Technology and/or Jointly Developed Technology, such non-assert to
apply only in the fields of:

a)    Improvements or modifications to algal and protist strains, including without limitation Thraustochytrid strains,
                  and/or Mortierella sect. schmuckeri fungal strains; and

b)    
Fermentation, recovery and purification systems/processes for the production of
products and products derived from algal and protist strains, including without
limitation Thraustochytrid strains, and/or Mortierellasect.
schmuckeri fungal strains.

10)
For five (5) years after the date of this Agreement, MONSANTO shall not
commercialize or license others to commercialize any Animal Application Product
containing LC PUFAs, as defined below.

After
five (5) years from the date of this Agreement, MONSANTO shall not commercialize
or license others to commercialize any Animal Application Product containing LC
PUFAs, unless it notifies OMEGATECH in writing that it waives its right to
receive any further Annual Payments.

11)
MONSANTO shall not commercialize or license others to commercialize any Human
Application Product containing LC PUFAs, unless it first notifies OMEGATECH in
writing that it waives its rights to further Annual Payments for Human
Application Products under this Agreement, and accepts a corresponding 67%
reduction in the Cap and the payments provided pursuant to Paragraph 4,
provided, however, that this provision shall not require any refund to
OMEGATECH. Notwithstanding the foregoing, so long as OMEGATECH has performed its
obligations pursuant to Paragraph 1, Paragraph 3, and Paragraph 4, MONSANTO
shall not commercialize any Human Application Product containing or produced
using algal source LC PUFAs, unless such Human Application Product is produced
using algal source LC PUFAs purchased from OMEGATECH; provided, however, that if
MONSANTO commercializes any Human Application Product containing or produced
using lawfully acquired OMEGATECH algal source LC PUFAs, then all of
OMEGATECHs payment obligations hereunder shall continue in full force and
effect. In the event that MONSANTO commercializes any Human Application Product
containing or produced using non-OMEGATECH algal source LC PUFAs, all of
OMEGATECHS payment obligations hereunder shall cease and OMEGATECH may
pursue any other available remedies at law or equity.

---

*The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of
the Securities Exchange Act of 1934.  The confidential portions have been submitted separately to the Securities
and Exchange Commission.

---

12)
 The terms "MONSANTO" and "OMEGATECH" shall mean the following:

a)    MONSANTO will be defined to mean the Nutrition and Agricultural businesses of Monsanto Company prior to the merger
                  of Monsanto Company with Pharmacia & Upjohn, Inc.  ("the Monsanto Legacy Company").

i)    Subject to subparagraph (v) hereof, if MONSANTO, or any of its components, shall merge, acquire, or be
                           acquired by a company that has an LC PUFA business, MONSANTO shall have the option to go forward with the
                           transaction, and the provisions of Paragraphs 10 and 11 shall terminate; if MONSANTO elects to go forward
                           with any such transaction, MONSANTO shall forego all future payments as described in Paragraphs 1 and 3 of
                           this Agreement.

ii)    If, within twelve months from the date of this Agreement, Pharmacia Corporation transfers to another entity
                           all or substantially all of the assets of the Monsanto Legacy Company, the provisions of this Agreement
                           shall apply only to that entity, provided that such entity is publicly traded within twelve months of the
                           date of this Agreement.

iii)    If the transfer and public trading described in subparagraph 12(a)(ii) above does not occur within twelve
                           months from the date of this Agreement, the provisions of this Agreement shall apply to MONSANTO and any
                           business of Pharmacia Corporation or any of its subsidiaries that was acquired or came into existence on or
                           after April 3, 2000.  In no event shall the provisions of this Agreement apply to the business of Pharmacia
                           & Upjohn, Inc. existing prior to April 3, 2000.

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*The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of
the Securities Exchange Act of 1934.  The confidential portions have been submitted separately to the Securities
and Exchange Commission.

---

iv)    MONSANTO does not include the to-be-divested Biopolymers business of Pharmacia Corporation.

v)    Notwithstanding any other provision of this Agreement, divestiture of assets from the Monsanto Legacy
                           Company unrelated to the Biotech and Nutrition Businesses are outside the provisions of this Agreement.
                           For purposes of this section, the Biotech and Nutrition Businesses shall include any business involved in
                           the development or commercialization of genetically modified organisms or products for human or animal
                           nutrition or health.

b)    "OMEGATECH" shall mean OmegaTech, Inc.

13)
All capitalized words are defined as set forth in the License Agreement, unless
otherwise stated. The definitions that are effective as of May 10, 2000 from the
License Agreement that are incorporated into this Agreement shall survive the
termination of the License Agreement.

14)
All claims and counterclaims that were or could have been asserted in the
pending Arbitration will be dismissed with prejudice. The parties agree to
mutually release one another from any such claims or counterclaims.
Notwithstanding the foregoing, all Animal Application Products already shipped
to OMEGATECH in 2000 shall be re-priced by MONSANTO and paid for by OMEGATECH
pursuant to the License Agreement pricing schedule not to exceed */lb. All
Human Application Products already shipped to OMEGATECH in 2000 shall be paid by
OMEGATECH at the invoiced price. All shipments of Product after the date of this
Agreement shall be priced according to the price schedule attached as Exhibit A.
The March 2000 royalty payment made by MONSANTO will be retained by OMEGATECH
without offset against other payments it owes or may owe to MONSANTO.

15)
Each party shall bear its own costs, attorneys fees and party appointed
arbitrators fees, and the parties shall split equally the umpires
fees and costs and the AAA fees and expenses applicable to the Arbitration
settled by this Agreement.

16)
MONSANTO shall remain obligated, for a period not to exceed 24 months from the
date of this Agreement, to: a) supply those DHA biomass and oil Products listed
on the last page of Exhibit A attached at the prices listed thereon in
accordance with terms and specifications currently in effect for a period until
alternative arrangements are made, and b) insure that appropriate certificates
will be supplied to OMEGATECH as evidence of product quality/specifications and
standard manufacturing practice for the food and VMS industries; provided,
however, that, in no event shall the prices for any Products exceed prices
charged to MONSANTO by CP Kelco. The management of the current oil processing
(POS) and spray drying (Culver) operations will become the responsibility of
OMEGATECH within 180 days of the date of this Agreement. OMEGATECH and MONSANTO
agree to begin work immediately and to cooperate to complete the transitioning
of all remaining production to OMEGATECH managed producers as quickly as
possible. OMEGATECH shall have sole responsibility for negotiation and execution
of all supply contracts relating to such operations and production. Acceptance
of prospective tolling producers will be based on OMEGATECHs capacity,
cost and quality requirements. Payment terms shall be ninety (90) days for
Animal Application Products and Aquaculture Products and thirty (30) days for
Human Application Products.

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*The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of
the Securities Exchange Act of 1934.  The confidential portions have been submitted separately to the Securities
and Exchange Commission.

---

17)
All equipment that will be retained by MONSANTO following the Lehman/Hercules
sale shall be made available for sale to OMEGATECH at mutually agreed upon
prices. Within ten (10) days of the date of this Agreement, MONSANTO will
provide OMEGATECH with a list of all equipment retained by MONSANTO pursuant to
the terms of the Lehman/Hercules sale agreement. OMEGATECH shall within one
hundred eighty (180) days thereafter notify MONSANTO of any of that equipment
that it desires to purchase. The sale of any such equipment shall occur no later
than thirty (30) days after MONSANTO and OMEGATECH mutually agree to the sale.

18)
In the event of any disputes hereunder, Judge Eugene F. Lynch, or another
arbitrator agreed upon by the parties, will act as the sole arbitrator with
power to issue a final and binding award. Any arbitration arising from this
Agreement shall be conducted in Denver, under the Commercial Arbitration Rules
of the AAA with costs and attorneys fees to be borne by the losing party.

19)
MONSANTO shall hold all OMEGATECH Technology and Jointly Developed Technology in
confidence until the specific technology in question becomes publicly available
through no fault of MONSANTO. All Confidentiality obligations shall survive the
termination of this Agreement.

20)
The Term of this Agreement shall be the later of satisfaction by OMEGATECH of
its payment obligations under this Agreement or five years from the date of this
Agreement.

21)
At all times during the pendency of this Agreement, OMEGATECH shall maintain at
its principal place of business books of account that shall show a true and
accurate record of Net Sales in accordance with this Agreement. Such books of
account shall be open to annual inspection and examination at reasonable times
by MONSANTO and its duly authorized representatives. In the event that any such
examination reveals a verified shortfall in an Annual Payment greater than
$10,000, OMEGATECH shall reimburse MONSANTO for any such shortfall and the costs
associated with such examination.

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*The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of
the Securities Exchange Act of 1934.  The confidential portions have been submitted separately to the Securities
and Exchange Commission.

---

22)
Neither party shall make any public statement regarding the terms of this
Agreement, without the approval of the other party; such approval shall not be
unreasonably withheld or delayed.

23)
All notices under or in connection with this Agreement shall be in writing and
shall be deemed to have been given at the time delivered personally to the other
party, or one business day following transmission by facsimile to the other
party if receipt of such is confirmed by the other party, or ten business days
following deposit in a United States post office or in the equivalent thereof
for a foreign country by registered or certified mail, receipt requested, with
postage fully prepaid, or one business day following deposit with an overnight
delivery service, receipt requested, with fees prepaid, to the respective party
at the following addresses, or at such other address as designated in writing by
a party:

OmegaTech:

Mark A. Braman, President & CEO
                OmegaTech, Inc.
                4909 Nautilus Ct. N.
                Boulder, CO 80302
                (303) 381-8181 Fax
                with a copy to:
                Robert M. Di Scipio, VP, Secretary and General Counsel
                OmegaTech, Inc.
                4909 Nautilus Ct. N.
                Boulder, CO 80302
                (303) 381-8185 Fax

Pharmacia Corporation:

Ganesh M. Kishore, President
                Nutrition Sector
                Monsanto Company
                800 North Lindbergh Blvd.
                St. Louis, MO 63167
                (314) 694-7790 Fax
                with a copy to:
                R. William Ide, III, Esq.
                Monsanto Company
                800 North Lindbergh Blvd.
                St. Louis, MO 63167
                Fax:  (314) 694-6399

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*The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of
the Securities Exchange Act of 1934.  The confidential portions have been submitted separately to the Securities
and Exchange Commission.

---

24)
All payments under this Agreement shall be made to Pharmacia Corporation or such
other entity as MONSANTO shall designate in writing. The right to receive such
payment shall reside with MONSANTO and may not be transferred to any other
entity.

25)
The failure of any party to seek redress for violation of, or to insist upon the
strict performance of, any provision of this Agreement shall not prevent a
subsequent act, which would have originally constituted a violation, from having
the effect of an original violation.

26)
This Agreement shall be binding upon and inure to the benefit of all of the
parties and, unless limited by this Agreement, their successors, legal
representatives and permitted assigns.

27)
The parties agree that in the event any provision of this Agreement is
determined to be invalid, such invalidity will not affect the validity of
remaining portions of this Agreement, and further agree to substitute for the
invalid provision, a provision which most closely approximates the intent and
economic effect of the invalid provision.

28)
Either party shall be excused from its performance obligations hereunder to the
extent that such performance obligations are prevented by wars, riots, strikes,
floods, fires, storms, power outages, Acts of God, or other similar events
beyond the reasonable control of such party (collectively a Force
MajeureEvent), provided that such party shall take reasonable
action to mitigate the effect of such Force MajeureEvent.

29)
The parties agree that this Agreement constitutes the entire agreement and
understanding of the parties related to the subject matter hereof, and this
Agreement supersedes all previous communications, proposals, representations and
agreements, whether oral or written, relating hereto.

30) The parties agree that
this Agreement can only be modified by further written agreement by the parties.

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*The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of
the Securities Exchange Act of 1934.  The confidential portions have been submitted separately to the Securities
and Exchange Commission.

---

31)The parties agree that this Agreement is entered into and shall be governed in accordance with the laws of the State of
         Colorado, U.S.A., without reference to conflict of laws principles.

32)
Except as provided in paragraph 7 (e), nothing in this Agreement shall be
construed as granting an express or implied license to MONSANTO for any
OMEGATECH Technology or Jointly Developed Technology.

33)
Wherever used in this Agreement, a product containing LC PUFAs means a product
containing more than 0.1% (as percent total fatty acids) long chain
polyunsaturated fatty acids with 18 or more carbons with 4 or more double bonds.

|OMEGATECH Inc., by:                                                     | PHARMACIA CORPORATION, by:                                                             
|----------------------------------------------------------------------- | ---------------------------------------------------------------------------------------
|/s/Mark A. Braman
Mark A. Braman
President and CEO
Dated:  May 10, 2000 | /s/Ganesh M. Kishore
Ganesh M. Kishore
President, Nutrition Sector
Dated:  May 10, 2000

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*The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of
the Securities Exchange Act of 1934.  The confidential portions have been submitted separately to the Securities
and Exchange Commission.

---

# DEFINITIONS TO SETTLEMENT TERMS

Definitions

1.1.
Omega-3 PUFA As used herein, the term Omega-3
PUFA shall mean polyunsaturated fatty acids in which the ultimate
ethylenic bond is 3 carbons from and including the terminal methyl group of the
fatty acid. Examples include, but are not limited to, C20:5w3, C22:5w3 and
C22:6w3.

1.2
Omega-6 PUFA As used herein, the term Omega-6
PUFA shall mean polyunsaturated fatty acids in which the ultimate
ethylenic bond is 6 carbons from and including the terminal methyl group of the
fatty acid. Examples include, but are not limited to, C22:5w6 and C20:4w6.

1.3
Microorganisms As used herein, the term
Microorganisms shall mean microorganisms deposited with the American
Type Culture Collection having ATCC Ascension Nos. 20888, 20889, 20890, 20891
and 20892 and progeny and derivatives thereof (including genetically modified
and mutated derivatives) and materials produced by such microorganisms, but only
to the extent such materials are produced by the specific microorganisms and
progeny and derivatives thereof listed in this Paragraph 1.3.

1.4
Technology As used herein, the term Technology
shall mean any or all of the following which relate to any Omega-3 PUFA, any
Omega-6 PUFA or Microorganisms: all know-how; trade secrets; inventions
(conceived of or reduced to practice, whether patented or not); developments;
all foreign and domestic patents and patent applications; and improvements and
modifications; including, without limitations, microorganisms; compositions;
processing data; characterization information; engineering, design and
production information; formulations; product compositions; methodologies and
processes.

1.5
OMEGATECH Technology As used herein, the term OMEGATECH
Technology shall mean all Technology now or hereafter owned by, legally in
the possession of, or developed by OMEGATECH, which OMEGATECH has the right to
license, including, but not necessarily limited to, the Licensed Patents and
Microorganisms.

1.6
MERCK Technology As used herein, the term MERCK
Technology shall mean all Technology now or hereafter owned by, legally in
the possession of, or developed by MERCK, which MERCK has the right to license.

1.7
Jointly Developed Technology As used herein, the term
Jointly Developed Technology shall mean either (i) improvements,
modifications or developments to OMEGATECH Technology which are developed solely
by MERCK and/or on behalf of MERCK by parties other than OMEGATECH, or (ii) any
Technology which is developed jointly by OMEGATECH and MERCK.

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*The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of
the Securities Exchange Act of 1934.  The confidential portions have been submitted separately to the Securities
and Exchange Commission.

---

1.8
Licensed Technology As used herein, the term Licensed Technology shall mean all OMEGATECH
Technology and Jointly Developed Technology.

1.9
Licensed Patents As used herein, the term Licensed
Patents shall mean all valid U.S. and foreign patents and patent
applications listed in Appendix A as well as all future valid patents and patent
applications which are developed or generated by OMEGATECH and directed to
Technology. As used herein, the term valid patent refers to issued
patents which have not been subject to a decision by a court of competent
jurisdiction declaring such patent invalid and from which no appeal has been
taken.

1.10
Products As used herein, the term Products shall
mean any material, composition, or other matter which includes or is produced by
employing Technology.

1.11
Human Application Products As used herein, the term
Human Application Products shall mean Products which are designed
for direct human consumption or other direct human use; however, Human
Application Products shall not include Products (e.g., eggs, meat and milk)
produced by animals which have been fed Animal Application Products.

1.12
Animal Application Products As used herein, the term
Animal Application Products shall mean Products which are designed
for consumption by animals, (excluding aquatic organisms, such as fish, marine
mammals, mollusks and crustaceans) and shall include animals and animal products
produced using Technology.

1.13
Aquaculture Products As used herein, the term
Aquaculture Products shall mean any Products which are designed to
be fed to aquatic organisms, including fish, marine mammals, mollusks and
crustaceans.

1.14
Companion Animal Products As used herein, the term
Companion Animal Products shall mean Products which are designed for
direct consumption or direct use by dogs, cats, horses and rodents, wherein said
dogs, cats, horses and rodents are not intended for consumption by humans or
other animals.

1.15
Licensed Products As used herein, the term Licensed Products shall mean any of the
following which includes or is produced by employing any Licensed Technology: (i) Human Application Products; or
(ii) Aquaculture Products.

1.16
Non-Exclusive Licensed Products As used herein, the term
Non-exclusive Licensed Products shall mean Animal Application
Products and Companion Animal Products which include or are produced by
employing any Licensed Technology and which are sold by MERCK under the limited
exceptions provided for in Paragraph 6.3.

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*The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of
the Securities Exchange Act of 1934.  The confidential portions have been submitted separately to the Securities
and Exchange Commission.

---

1.17
License As used herein, the term License shall mean the exclusive license granted by
OMEGATECH to MERCK, as described in Paragraph 2.1.

1.18
License Termination Date As used herein, the term
License Termination Date shall mean the date for which the License
expires in the United States as set forth in Section 11.1.

1.19
Annual Minimums As used herein, the term Annual Minimums shall mean the annual minimum
royalties as defined in Paragraphs 3.2 and 3.3.

1.20
Affiliate As used herein, the term Affiliate
shall mean a person that controls, is controlled by, or is under common control
with a party to this Agreement. A person includes an individual, corporation,
partnership, association, trust, limited liability company, joint venture or
other entity. A person owning, directly or indirectly, 50% or more of the equity
interest and title to elect the directors or management personnel of another
person shall be deemed conclusively to be its controlling person. Two or more
persons, the equity interest of which are controlled by the same person, shall
be deemed conclusively to be under common control.

1.21
Ingredient Blend As used herein, the term Ingredient
Blend shall mean a Licensed Product comprising at least two components
wherein at least one of said components does not fall within the definition of
Licensed Products; wherein said Licensed Product is sold to a third party which
is not a MERCK Affiliate, and wherein said third party: (1) adds materials which
are not Licensed Products to create a new composition; and (2) sells said new
composition to an unrelated party.

1.22
Ingredient Blend Modification Factor As used herein, the term
Ingredient Blend Modification Factor shall mean a fraction that is
greater than zero and less than one that is calculated by:

(a) determining the total inventory cost for those components of an Ingredient Blend which
independently fall within the definition of Licensed Products (Inventory Cost of Licensed Product Components of
Ingredient Blend);

(b) determining the total inventory cost for all of the components of an Ingredient Blend
("Inventory Cost of all Ingredient Blend Components"); and

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*The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of
the Securities Exchange Act of 1934.  The confidential portions have been submitted separately to the Securities
and Exchange Commission.

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(c) dividing (a) by (b), i.e.

`Inventory Cost of Licensed Product
   Ingredient Blend Modification Factor =       Components of Ingredient Blend
                                                ------------------------------
                                                        Inventory Cost of
                                                All Ingredient Blend Components`

1.23
Net Sales As used herein, the term Net Sales
shall mean the gross dollar amount of sales of Licensed Products invoiced to a
customer by MERCK, its Affiliates, permitted sublicensees or permitted
assignees, less any of the following items included in the gross dollar amount
of sales and shown on the applicable invoice:

(a)
any of the following actually allowed to customers: quantity discounts, cash
discounts, returns, rebates or retroactive price reductions;

(b)
excise, sales or value added taxes; or

(c)
for sales outside the United States: freight, duties, warehousing and port clearance
charges, or distributor discounts or allowances.

For
sales outside the United States, a deduction shall be permitted for commissions,
if any, paid on the applicable transaction to unrelated third parties (i.e.,
individuals who are not employed by MERCK or an Affiliate, or entities which are
not MERCK or an Affiliate). If a Licensed Product is sold for less than its fair
market value, the gross dollar amount of such sale will be increased to reflect
the fair market value for such Licensed Product which would be paid by an
unrelated buyer after arms length negotiations.

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*The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of
the Securities Exchange Act of 1934.  The confidential portions have been submitted separately to the Securities
and Exchange Commission.

---

# EXHIBIT A

# DHA CONTRACT
MANUFACTURING AGREEMENT

*

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*The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of
the Securities Exchange Act of 1934.  The confidential portions have been submitted separately to the Securities
and Exchange Commission.

---

# EXHIBIT
D-CONFIDENTIALITY AGREEMENT

CONFIDENTIALITY AGREEMENT

*

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*The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of
the Securities Exchange Act of 1934.  The confidential portions have been submitted separately to the Securities
and Exchange Commission.

---

# EXHIBIT A
 PRODUCTS AND PRICES

|Product | Price per pound
|------- | ---------------
|*       | *              

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*The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of
the Securities Exchange Act of 1934.  The confidential portions have been submitted separately to the Securities
and Exchange Commission.

---

# AMENDMENT NUMBER 1 TO SETTLEMENT TERMS RELATED TO ARBITRATION OF LICENSE AGREEMENT

*

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*The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of
the Securities Exchange Act of 1934.  The confidential portions have been submitted separately to the Securities
and Exchange Commission.

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