# MANUFACTURING
AGREEMENT

This  Agreement,  effective as of the 19th day of October,  2001,  ("Effective  Date") is between CP Kelco
U.S. Inc.,  8355 Aero Drive,  San Diego,  CA 92123 ("CP Kelco"),  and OmegaTech,  Inc.,  4909 Nautilus Court North,
Suite 208, Boulder, Colorado 80301, USA ("OmegaTech").

WHEREAScertain products (specifically, those listed on Exhibit 1 attached hereto;
hereinafter the Products) shall be manufactured by CP Kelco
for OmegaTech, pursuant to this agreement (the Agreement);
and

NOW,
THEREFORE,in consideration of the mutual covenants contained herein and for
other good and valuable consideration, the adequacy and receipt of which is
hereby acknowledged, the parties agree to the following terms and conditions.

## 1. GENERAL
TERMS OF AGREEMENT

1.1
This Agreement shall be effective October 19, 2001 and will continue in full
force and effect for thirty-nine (39) months, renewable upon review and mutual
consent at the end of thirty-nine (39) months unless terminated pursuant to
paragraph 9.1.

1.2
OmegaTech shall purchase and CP Kelco shall deliver a minimum of * kg of
Products, from CP Kelcos existing inventory, during the period October 1,
2001 to December 31, 2001. Should OmegaTech purchase less than the minimum
quantity during the period, OmegaTech shall reimburse CP Kelco any shortfall
between $345,600 and the actual sales revenues for the period.

1.3
OmegaTech shall purchase and CP Kelco shall deliver a minimum of * kg of
Products during each of the periods i) January 1, 2002 to December 31, 2002, ii)
January 1, 2003 to December 31, 2003 and iii) January 1, 2004 to December 31,
2004. Should OmegaTech purchase less than the minimum quantity during any given
period, OmegaTech shall reimburse CP Kelco any shortfall between $2,400,000 and
the actual sales revenues for that period.

1.4
For purposes of calculating OmegaTechs annual purchases, the purchase of
one (1) kg of DHA Crude Oil will be counted as three (3) kg of Product.

1.5
In July of each year,  OmegaTech  will  provide CP Kelco with a  non-binding  forecast of monthly
purchases  for the following  calendar  year,  January  through  December.  OmegaTech  will issue binding  purchase
orders to CP Kelco for product to be  delivered  within 3 months of receipt of that  purchase  order.  All Product,
with the  exception of the * kg of Product  described  in Section  1.2,  will be produced on a "make to order"
basis and will be delivered to OmegaTech  within three months of the Product's  date of  manufacture.  All purchase
orders will be written to purchase a "full batch" quantity of the specified product.

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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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1.6
The pricing to be paid by OmegaTech for Product  purchased  from CP Kelco under this agreement is
described  in  Exhibit  1. The  payment  terms  for all  purchases  shall  be net 60 days,  FOB  Plant,  San  Diego
California.

1.7
OmegaTech  agrees to make a payment of $300,000 to CP Kelco by December  15,  2001.  This payment
is intended to be used by CP Kelco for the purchase of DHA process  equipment  located at the CP Kelco plant in San
Diego,  but  currently  owned by Pharmacia  Corporation.  OmegaTech  will be reimbursed  for this $300,000  payment
through a $0.40  rebate on each kg  purchase of DHA Gold,  Gold Value Fat,  HUFA 3050,  DHA INT,  HUFA 2000 INT and
HUFA 2050 etc.  or $1.20  rebate  for each kg  purchase  of DHA Crude  Oil,  on the  first  *  kg of  Product
purchased  under  this  agreement.  In the event  that this  agreement  is  terminated  prior to  OmegaTech  having
purchased  * kg of Product due to a material breach on the part of CP Kelco,  force majeure or Act of God, CP
Kelco agrees to reimburse  OmegaTech  within 60 days of termination  that portion of the $300,000  payment provided
for in Section 1.7 that has not been  rebated  back to  OmegaTech  at the time of  termination.  In all other cases
the $300,000 payment provided for in Section 1.7 is non-refundable.

## 2.
DOCUMENTATION AND INFORMATION

2.1
CP Kelco shall provide to OmegaTech all documentation and information reasonably requested by
OmegaTech (a) in order to assist OmegaTech in determining whether any delivery
complies fully with the specifications for such OmegaTech Products attached
hereto as Exhibit 2 (the Specifications), and the requirements of
this Agreement; (b) in order to assist OmegaTech in obtaining any and all
regulatory approvals necessary to market Products and products which contain the
Products; or (c) to enable OmegaTech to comply with any statutory or regulatory
requirements, or with a request by any governmental or regulatory authority.

2.2
CP Kelco agrees to provide OmegaTech with Certificates of Analysis and samples
for each lot of Product to be purchased at least seven (7) days prior to the
scheduled delivery of an order to OmegaTech. CP Kelco warrants the accuracy of
each such Certificate of Analysis to a reasonable degree of scientific
certainty.

## 3.
ENVIRONMENTAL SAFETY

3.1
CP Kelco shall only Dispose or arrange for the Disposal of Waste in the manner
consistent with and in compliance with all applicable laws and regulations. CP
Kelco shall only transport Waste to an Approved Disposal Facility by means of a
transporter lawfully permitted to transport the particular types of Waste at
issue. CP Kelco shall be solely responsible for the proper Disposal of Waste.
For purposes of this Section.

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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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3.1.1
"Dispose"  or  "Disposal"  shall  mean  any  discharge,   deposit,  injection,  dumping,
spilling,  leaking,  or  placing  of any  Waste  into or on any land or  water  and the  arrangement  of any of the
foregoing,  and shall  include any storage,  pretreatment,  treatment  (including  incineration),  any other actual
disposal, or other transfer or application of Waste of any kind or nature whatsoever;

3.1.2
"Waste" shall mean all materials  that are produced or generated in connection  with the
manufacture of any chemical compounds  pursuant to this Agreement,  including but not limited to materials that are
Hazardous  Waste,  co-product,  by-product,  chemical  compounds that fail to conform to the  requirements  of this
Agreement,  wastewaters,  residues, wastes, bottoms and other remainders and materials, packaging of, or components
of the chemicals compounds;

3.1.3
"Hazardous  Waste" shall mean any Waste  material or substance  defined as or containing
materials defined as a "hazardous substance" pursuant to any applicable laws or regulations; and

3.1.4
"Approved  Disposal  Facility"  shall mean the  disposal  facility  or  facilities  that
comply with the applicable laws and regulations.

## 4. TRADE
SECRETS, CONFIDENTIALITY AND PUBLICITY

4.1
CP Kelco shall not publish, disclose or use for any purpose other than as
contemplated by this Agreement any and all information disclosed to or developed
by CP Kelco and its predecessor companies or affiliates in connection with (i)
this Agreement; (ii) that certain Agreement between OmegaTech and Merck &
Co., Inc. dated September 15, 1993, and all amendments thereto (collectively the
License Agreement); (iii) that certain Agreement between Monsanto
Company and Hercules dated September 28, 2000; and (iv) any other agreements
between CP Kelco and its predecessor companies or affiliates pertaining to
production of fermentation DHA for Monsanto and/or OmegaTech (collectively
Information). This obligation of nondisclosure shall not apply to
the following: (i) Information at or after such time that it is or becomes
publicly available through no fault of CP Kelco; (ii) Information that was
already independently known to CP Kelco or its predecessor companies prior to
September 15, 1993; (iii) Information that is disclosed to CP Kelco by a third
party with the legal right to do so apart from rights contained in the foregoing
agreements; and (iv) Information required to be disclosed pursuant to judicial
process, court order or administrative request, provided that CP Kelco
shall so notify OmegaTech sufficiently prior to disclosing such Information as
to permit OmegaTech to seek a protective order. CP Kelcos obligations
under this Section 4 shall survive and continue after the termination of this
Agreement for a period of fifteen (15) years.

It
is understood that Information (and improvements and modifications thereto) may
be used by OmegaTech to establish additional biomass product suppliers.

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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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4.2
CP Kelco agrees to transfer any and all Information, and improvements and
modifications to Information, to OmegaTech in its possession. It is understood
that CP Kelco may only use Information to manufacture Products for OmegaTech,
pursuant to this Agreement.

4.3
OmegaTech shall own Information in existence on the Effective Date.

4.4
CP Kelco shall own all the know how and trade secrets it makes solely and which
does not rely on Information and improvements and modifications to said
Information. Improvements and modifications to Information made solely by
OmegaTech will be owned by OmegaTech. Improvements and modifications to
Information made jointly by OmegaTech and CP Kelco shall be made pursuant to
Article 7 hereinbelow and the rights and obligations relating to said
improvements and modifications to Information shall be the subject of
negotiations between the parties if any development project is undertaken.
Improvements and modifications to Information made by CP Kelco outside the
provisions of Article 7 shall be owned by OmegaTech.

4.5
CP Kelco hereby agrees to use Information and improvements and modifications to
said Information solely for the purpose of performing its obligations under this
Agreement.

4.6
Neither party will use, or authorize others to use, the name, symbols or marks
of the other party in any advertising or publicity material without the other
partys prior written approval.

## 5. COMPLIANCE
WITH LAW; QUALITY OF THE PRODUCT

5.1
CP Kelco hereby represents and warrants that:

5.1.1
it shall perform its  obligations  hereunder in compliance with all applicable U.S. laws
and  regulations,  including  without  limitation the Federal Food,  Drug and Cosmetic Act (the "Act"),  as amended
from  time to time,  the U.S.  Food  and Drug  Administration's  ("FDA")  applicable  Good  Manufacturing  Practice
("GMP"), and any and all health, safety and environmental laws and regulations  applicable to CP Kelco's operations
and performance hereunder;

5.1.2
all Products  furnished  to OmegaTech  hereunder  shall be in full  compliance  with the
Specifications;

5.1.3
the CP Kelco  facility in which  Products are  manufactured  will be operated  utilizing
basic procedures  consistent with guidelines  described in 21 CFR part 110, Current Good Manufacturing  Practice in
Manufacturing,  Packing or Holding  Human Food,  to  minimize  Product  adulteration  and  misbranding,  within the
capability  constraints  imposed by the existing  equipment  configuration.  It is recognized by OmegaTech that the
existing  equipment  configuration was not designed as a food GMP process,  and accordingly does not allow complete
compliance with all of the standards described in 21 CFR part 110.

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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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5.1.4
no Products  constituting  or being a part of any shipment  hereunder  shall at the time
of any such shipment be:

5.1.4.1
adulterated  or  misbranded  within  the  meaning  of the Act,  or  regulations
promulgated  thereunder,  as such law or regulation is constituted  and in effect at the time of any such shipment,
or

5.1.4.2
an article which may not,  under the  provisions of Sections 404, 505 or 512 of
the Act, be introduced into interstate commerce;

5.1.5
all  Products  furnished  to  OmegaTech  shall be certified as being kosher and parve by
the Orthodox Union;

5.1.6
it has complied  with,  and during the term of this  Agreement  will  continue to comply
with,  the laws,  rules and  regulations  which  affect the  ability of CP Kelco to  manufacture  and  package  the
Products in commercial quantities for use and sale worldwide;

5.1.7
its manufacturing,  laboratory and packaging  facilities shall remain in compliance with
cGMP at all times during the term of this Agreement to the extent  applicable to the  manufacture  and packaging of
the Products; and

5.1.8
it  owns  or  has  the  right  to use  all  copyright,  trademark,  patents,  and  other
intellectual property rights to the intellectual property which it shall use to perform its obligations hereunder.

5.2
In the event that Products are delivered to OmegaTech by CP Kelco which are not
in compliance with the warranties made in Section 5.1 then OmegaTech shall have
all remedies against CP Kelco as are available under law and equity.
Notwithstanding the foregoing, should OmegaTech seek as its remedy the
replacement of any non-compliant Products, then CP Kelco shall deliver such
replacement Products to OmegaTech as soon as reasonably practicable, but in no
event more than sixty (60) days after the initial notification by OmegaTech.

## 6. AUDIT AND
INSPECTION RIGHTS

6.1
During the term of this Agreement and any extension thereof, twice per calendar
year OmegaTech shall have the right, at its sole cost and expense, to send
OmegaTech representatives to audit, inspect and observe the manufacture,
packaging, storage, disposal and transportation of the Products, and all other
materials directly related thereto or used in connection therewith, with
reasonable notice during normal business hours. Such OmegaTech representatives
shall have no responsibility for supervision of CP Kelco employees performing
the manufacture, storage, packaging, disposal or transportation operations
themselves. The audit and inspection rights set forth in this Section 6.1 are
for the limited purpose of determining CP Kelcos compliance with the terms
of this Agreement. The limit on OmegaTech site visits of twice per calendar year
would specifically not apply to OmegaTech representatives being on site at CP
Kelco for the purpose of witnessing the execution of Development Projects that
are accepted by CP Kelco under the terms described in Section 7.

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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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6.2
CP Kelco shall make available to OmegaTech all records and reports relating to
the manufacture, storage, packaging, disposal and transportation of the
Products, and all other materials related thereto or used in connection
therewith, including without limitation those documents relating to analytical
data, for OmegaTechs review during normal business hours and upon
reasonable prior notice, and OmegaTech shall have the right to copy these
documents as required. Such copies shall be subject to the confidentiality
provision of Article 4 or this Agreement.

6.3
If, as a result of any such inspection, OmegaTech concludes that CP Kelco is not
in compliance with any of its obligations hereunder, it shall so notify CP Kelco
in writing, specifying such areas of noncompliance in reasonable detail. CP
Kelco shall provide to OmegaTech a problem resolution plan within thirty (30)
days of OmegaTechs request. CP Kelco shall use reasonable efforts to
remedy and/or provide an action plan with an actual time line for the problems
identified within a reasonable, mutually agreed upon time frame.

6.4
CP Kelco shall inform OmegaTech within twenty-four (24) hours of any
notification to CP Kelco of any site visits to the plant by the FDA, state or
federal regulatory agencies or any other governmental or regulatory agency,
relating directly to the manufacture of the Products, and all other materials
related thereto or used in connection therewith. . CP Kelco shall report in
writing the results of the visit to OmegaTech within seven (7) days of the
occurrence thereof. In the event that any such governmental or regulatory agency
finds that the site is deficient or unsatisfactory in any respect, CP Kelco
shall cure all deficiencies within such cure period as ordered by the government
or regulatory agency. If all deficiencies are not cured within the required time
frame, OmegaTech shall have the option to immediately terminate this Agreement.

## 7. DEVELOPMENT
PROJECTS

7.1
It is agreed that during the term of the agreement OmegaTech may request CP
Kelco to undertake projects of a developmental nature. In advance of any
development work being done by CP Kelco, OmegaTech will submit a written
description of the project to CP Kelco. Upon receipt of the project description,
CP Kelco will advise OmegaTech of its willingness to undertake the project and
will provide a written estimate of the cost associated with that work. Based on
CP Kelcos response, OmegaTech will decide whether or not to proceed with
the development work.

7.2
CP Kelco will not be obligated to accept development projects under this 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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## 8. DISPUTE
RESOLUTION

8.1
Any dispute between the parties arising out of or related to this Agreement
shall, in the first instance, be the subject of a meeting in Boulder, Colorado
between the parties to negotiate a resolution of such dispute. The meeting shall
be attended by individuals from each party who have decision-making authority
with respect to the matter in question. In the event either party desires to
have a mediator present, a mediator shall be appointed which is acceptable to
both parties and the parties shall equally divide the cost of such mediator.
Should the negotiations not lead to a settlement of the dispute within thirty
(30) days of the date of the meeting or if the parties are unable to arrange
such a meeting within thirty (30) days of one party requesting such a meeting,
either party can initiate binding arbitration in accordance with the Rules of
Arbitration and Conciliation of the International Chamber of Commerce.
Arbitration of this contract shall take place in Boulder, Colorado and be based
on Colorado law.

## 9. TERMINATION

9.1
This Agreement shall automatically terminate prior to the term set forth in
Paragraph 1.1 above in the event of any of the following:

9.1.1
a material breach by a party which is not cured within thirty days after receipt of written
notice from the nonbreaching party which sets forth the basis of the material
breach and the nonbreaching partys intent to terminate this Agreement due
to the material breach; or

9.1.2
initiation of any  bankruptcy or insolvency  proceeding by a party,  liquidation or sale
of substantially all the assets of a party, or dissolution of a party; or

9.1.3
upon mutual written agreement with 30 days notice.

9.2
In the event of termination, CP Kelco shall return all physical embodiments of
Information (and all improvements and modifications thereto made by any party)
and all copies thereof, whether authorized or unauthorized, within sixty (60)
days. Sections 4 and 8 shall survive the termination of this Agreement.

## 10.
MISCELLANEOUS

10.1
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.

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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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|As to OmegaTech:
Robert Driver
OmegaTech, Inc.
4909 Nautilus Court N., Suite 208
Boulder, Colorado 80301
Telephone No. (303) 381-8100
Fax No.  (303) 381-8181
E-mail Address: rdriver@omegadha.com | As to CP Kelco:
Walter G. Rakitsky
CP Kelco U.S. Inc.
8355 Aero Drive
San Diego, CA  92123
Telephone No.  (858) 467-6645
Fax No.(858) 467-6440
E-mail Address: WALT.RAKITSKY@CPKELCO.COM
With a copy to:
CP Kelco U.S., Inc.
1313 N. Market Street
Wilmington, DE 19894-0001
Attention:  VP, Intellectual Property
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

10.2
This Agreement represents the entire understanding of the parties with respect
to the subject matter hereof. This Agreement shall not be modified except by a
written agreement signed by the parties hereto. No waiver of any term, provision
or condition of this Agreement, whether by conduct or otherwise, in any one or
more instances shall be deemed to be or construed as a further or continuing
waiver of any such term, provision or condition, or of any other term, provision
or condition of this Agreement. The invalidity or unenforceability of any term
or provision of this Agreement shall not affect the validity or enforceability
of any other term or provision hereof. This Agreement shall be construed by and
enforced in accordance with the laws of Colorado. Except pursuant to the sale of
substantially all of the business to which this Agreement relates, neither party
may assign, cede or transfer any of its rights or obligations under this
Agreement without the written consent of the other party, which consent shall
not be unreasonably withheld or delayed.

10.3
Condition Precedent. It is a condition precedent to this Agreement that CP Kelco
execute an Equipment Purchase Agreement with Pharmacia Corporation for the
purchase of DHA process equipment located at the CP Kelco plant in San Diego.
This Agreement shall not become effective until execution of the same. CP Kelco
will undertake reasonable efforts to secure a fully executed Equipment Purchase
Agreement with Pharmacia Corporation.

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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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IN
WITNESS WHEREOF, each party hereto acknowledges that the representative
named below has the authority to execute this Agreement on behalf of the
respective party and has caused this Agreement to be duly executed on its
behalf.

|CP KELCO U.S., INC.
By:_______________________________________
Name:_____________________________________
Title:_____________________________________
Date:_____________________________________ | OMEGATECH, INC.
By:_______________________________________
Name:_____________________________________
Title:_____________________________________
Date:_____________________________________
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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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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# Exhibit 1.

# Product pricing

|                                                | For 1st * kgof Product Purchased | For Product purchasedafter intial * kg
|----------------------------------------------- | -------------------------------- | --------------------------------------
|1.  For product purchased in 350 kg supersacks: |                                  |                                       
|DHA Gold                                        | *                                | *                                     
|Gold Value Fat                                  | *                                | *                                     
|HUFA 3050                                       | *                                | *                                     
|DHA INT                                         | *                                | *                                     
|HUFA 2000 INT                                   | *                                | *                                     
|2.  For product purchased in 15 kg Kraft bags   |                                  |                                       
|DHA Gold                                        | *                                | *                                     
|Gold Value Fat                                  | *                                | *                                     
|HUFA 3050                                       | *                                | *                                     
|HUFA 2050                                       | *                                | *                                     
|4.  For product purchased in 180 kg drums       | *                                | *                                     
|DHA Crude Oil                                   | Price to be negotiated           |                                       

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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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# Exhibit 2.

# Product specifications

# *

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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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