REDACTED VERSION

                                             * = Confidential Portions
                                                 have been separately
                                                 submitted to the commission



                        MARTEK BIOSCIENCES CORPORATION/
                              GIST-BROCADES B.V.

                      ARA PURCHASE AND PRODUCTION AGREEMENT


         This ARA Purchase  Agreement (the "Agreement") is made and entered into
this  31st  day  of  December,  1996  (the  "Effective  Date")  by  and  between
Gist-Brocades,  B.V., a company  organized  and  existing  under the laws of the
Netherlands,  having its principal place of business at Wateringseweg 1, 2611 XT
Delft, The Netherlands  ("GB"), and Martek Biosciences  Corporation,  a Delaware
corporation  having  its  principal  place  of  business  at 6480  Dobbin  Road,
Columbia,  Maryland 21045 ("Martek"), who, intending to be legally bound, hereby
agree as follows:


1.        INTRODUCTION

         1.1.  Martek  owns  technology  related to the  manufacture  and use of
arachidonic  acid and has certain issued patents and patents pending  throughout
the world,  claiming (i) certain  processes for the  manufacture  of arachidonic
acid, (ii) certain compounds and (iii) certain applications; Martek manufactures
and sells  arachidonic  acid to a number of customers  for  application  in food
(including infant formula) products.

         1.2.  GB  owns  technology  related  to  the  manufacture  and  use  of
arachidonic  acid and has patents  pending  throughout  the world,  claiming (i)
certain  processes  for  the  manufacture  of  arachidonic  acid,  (ii)  certain
formulations for that product and (iii) certain compounds.

         1.3.  GB is  currently  building  new  production  facilities  for  the
manufacture of arachidonic acid for sale to its customers; the capacity of these
facilities will exceed GB's own  requirements  for arachidonic  acid for sale to
its customers.

         1.4.  Martek  wishes  to  have  GB  manufacture   arachidonic  acid  in
accordance with certain  specifications  as further specified below in Section 2
and GB is willing to supply  arachidonic acid conforming to such  specifications
to Martek.

         1.5.  The  parties  wish to enter into this  Agreement  to provide  for
certain  terms under which GB will produce  arachidonic  acid ordered by Martek,
and Martek will pay for arachidonic acid it orders from GB.


2.        DEFINITIONS

         2.1.      "ARA" means arachidonic acid-rich trigliceride oil.

         2.2.      "Confidential Information" shall mean the information
                    described in Section 10 below.

         2.3. "Customer Specifications" shall mean specifications for ARA, other
than the Martek  Specifications,  which are  required by specific  customers  of
Martek and are agreed upon by the  Committee  (as defined below in Section 4.1);
as agreed upon, each order for ARA placed by Martek which is required to satisfy
Customer Specifications shall identify the applicable specifications by customer
name or other unique designation.  Customer  Specifications shall always include
at  least  compliance  with  current  good   manufacturing   practices   (cGMPs)
promulgated by FDA and comparable  requirements by other governmental bodies for
food  ingredients,  even if such requirements are not expressly set forth in any
statement of the Customer Specifications.

         2.4.  "Finished  Oil"  shall  mean  oil  containing  ARA  that has been
degummed,   refined,   bleached  and   deodorized   and  meets   either   Martek
Specifications  or Customer  Specifications as specified by Martek in accordance
with Section 7.7.

         2.5.  "GB Costs"  shall  mean,  for each period for which GB supplies a
budget to Martek in accordance with Section 9.1, those expenses of GB related to
production of ARA which are identified in such budget.

         2.6. "Martek  Specifications"  shall mean specifications agreed upon by
the  Committee  (as  defined  below in Section  4.1) and to be  attached to this
Agreement  as an Exhibit,  pursuant to which GB shall be required to produce ARA
for all orders by Martek other than those orders which Martek expressly  advises
GB are to be produced to satisfy identified Customer Specifications.  The Martek
Specifications  shall initially be the  specifications  for crude oil containing
ARA; the Martek  Specifications  shall always include at least  compliance  with
current good manufacturing  practices (cGMPs)  promulgated by FDA and comparable
requirements by other  governmental  bodies for food  ingredients,  even if such
requirements  are  not  expressly  set  forth  in any  statement  of the  Martek
Specifications.

         2.7.      "FDA" shall mean the U.S. Food and Drug Administration.

         2.8. "cGMPs" shall  specifically mean those FDA regulations  pertaining
to food  ingredients  appearing  in the Code of Federal  Regulations,  Title 21,
Parts 106 and 110 ,  including  FDA  guidelines  related  thereto  and other FDA
interpretations thereof.

         2.9.  "ARA Patent"  shall mean any patent  issued under the laws of any
country  which claims any of the  inventions  described  and fully  supported in
International  Patent  Publications  WO 92/13086  and/or WO  96/21037,  attached
hereto as Exhibit B.

         2.10. "Oil Blend Patent" shall mean any patent issued under the laws of
any country which claims any of the inventions  described and fully supported in
International Patent Publication WO 92/12711, attached hereto as Exhibit C.

         2.11. "Unit of ARA" shall mean either (a) that quantity of Finished Oil
containing  ARA  determined  by an  assay  procedure  to  be  developed  by  the
Committee,  which  contains one (1) kilogram of pure ARA or (b) that quantity of
crude oil containing ARA that, after processing,  yields Finished Oil containing
ARA  determined by an assay  procedure to be developed by the  Committee,  which
contains one (1) kilogram of pure ARA


3.        PATENT MATTERS

         3.1.  Acknowledgment.  GB acknowledges that Martek has applications for
ARA Patents  and Oil Blend  Patents  pending in many  countries  throughout  the
world.  A listing of the  countries  in which ARA Patents and Oil Blend  Patents
have issued is set forth in Exhibit D. Martek shall notify GB promptly  upon the
issuance of any additional ARA Patents or Oil Blend Patents.

         3.2. Limited Patent License and Disclaimer.  To the extent necessitated
by  transfer  of  crude  oil  containing  ARA to any  facility  of  Martek  or a
contractor of Martek for refining of any quantities of ARA for GB, Martek hereby
grants GB a limited  license under any pending  application for an ARA Patent to
sell the ARA.  The  license  provided  through  this  Section  3.2 is limited to
manufacture  and/or sale of ARA under the  manufacturing  arrangement  described
herein  and is  limited  to  activities  occurring  during  the  pendency  of an
application  for an ARA Patent before the European  Patent  Office.  The license
does not extend to use of ARA which infringes a claim in an issued ARA Patent.
         3.3.  Infringement  Determination.  If and when an ARA Patent issues to
Martek  in a country  where GB makes or sells  ARA,  the  parties  hereto  shall
determine whether or not GB's manufacture  and/or sale of ARA infringes such ARA
Patent.  If the parties hereto are unable to reach  consensus on the question of
whether or not GB's  manufacture  and/or sale of ARA infringes  such ARA Patent,
the matter shall be referred to Patent  Arbitration in accordance with Exhibit E
attached  hereto.  In any  country  where  GB's  manufacture  or sale of ARA are
determined  in  accordance  with this  paragraph  to infringe an ARA Patent,  GB
agrees to cease such manufacture or sales except as provided in Section 3.4.

         3.4. Subcontractor Appointment.  So long as this Agreement has not been
previously  terminated,  and GB is not in material default on the performance of
its  obligations  hereunder,  on the earliest  date on which it is determined in
accordance with Section 3.3 that GB's  manufacture  and/or sale of ARA infringes
or would  infringe an ARA Patent issued by the European  Patent  Office,  Martek
agrees to license and appoint GB as its  subcontractor to manufacture ARA solely
for purchase by Martek. Upon appointment as subcontractor, GB shall be granted a
limited  retroactive  license to  manufacture  and sell ARA under the ARA Patent
issued by the  European  Patent  Office for the period prior to issuance of such
ARA Patent,  subject to the  disclaimer  set forth in Section 3.8 below.  Martek
further agrees that so long as this  Agreement has not then been  terminated and
GB is not  then  in  material  default  on the  performance  of its  obligations
hereunder,  it shall appoint GB as its  subcontractor to manufacture ARA, solely
for purchase by Martek,  in any other  country where an ARA Patent issues and it
is determined in accordance with Section 3.3 that GB's  manufacture  and/or sale
of ARA infringes or would infringe such ARA Patent.  Upon such  appointment,  GB
shall be entitled to continue  production  of ARA for  purchase by Martek on the
terms set forth in this Agreement.

         3.5.  Validity.  While this  Agreement is in effect,  the parties agree
that any ARA Patent issued under the laws of any country shall be presumed valid
and   enforceable   unless  and  until  such  ARA  Patent  is  held  invalid  or
unenforceable  by a competent  court or other  competent  tribunal from which no
appeal is  permitted.  While  this  Agreement  is in  effect,  GB agrees  not to
challenge  the validity of any ARA Patent  directly or indirectly in any country
where such agreement not to challenge is enforceable.

         3.6.      Infringement of ARA Patents by Third Parties.

         a.       GB agrees to promptly notify Martek of any infringement of an
ARA Patent by any third party of which GB is or becomes aware.


   
         b.  Martek   undertakes  to  use   reasonable   efforts  to  abate  any
infringement  of an ARA Patent by a third party of which  Martek has notice,  by
any suitable means,  including without limitation legal action against the third
party,  settlement  agreement or otherwise causing cessation of the infringement
by the third  party;  provided,  however,  that so long as GB retains  Exclusive
Supplier Rights as described in Section 7.1, Martek shall not, without the prior
consent of GB, abate any  infringement  of an ARA Patent in the United States or
Europe by  granting a license  to, or  entering  into a  prospective  non-assert
agreement  with,  the  infringing  party.  Martek  shall not be required by this
Agreement to pursue abatement  activity directed at more than one third party at
the same time.  Abatement  activity  will be under  Martek's sole control and at
Martek's  expense.  GB agrees to provide  assistance when required by the law of
any jurisdiction in which an ARA Patent has issued, including without limitation
joining an infringement suit as a party. Any assistance required by law from GB,
and any voluntary  assistance  provided by GB through  agreement of the parties,
shall be at GB's expense.
    

         3.7. DISCLAIMER OF LIABILITY REGARDING OIL BLEND PATENTS. IF AND TO THE
EXTENT  THAT AN OIL BLEND  PATENT  ISSUES IN ANY  COUNTRY  WHERE GB SELLS ARA TO
CUSTOMERS OTHER THAN MARTEK, MARTEK AGREES THAT SUCH SALE BY GB SHALL BE FREE OF
LIABILITY  TO  MARTEK,  AND  THAT  MARTEK  SHALL  NOT SUE GB,  FOR  INDIRECT  OR
CONTRIBUTORY  INFRINGEMENT  OF SUCH OIL  BLEND  PATENT,  PROVIDED  THAT GB SHALL
EXPRESSLY  DISCLAIM ANY WARRANTIES TO CUSTOMERS THAT USE OF SUCH ARA IS LICENSED
UNDER OR WILL NOT INFRINGE ANY ARA PATENTS OR OIL BLEND PATENTS.

         3.8. PATENT WARRANTY DISCLAIMER. THE PARTIES ACKNOWLEDGE THAT GB IS NOT
GRANTED ANY RIGHTS UNDER ANY PATENTS OR PATENT APPLICATIONS FILED IN THE NAME OF
OR ON BEHALF OF MARTEK  EXCEPT  THOSE SET FORTH IN  SECTIONS  3.2,  3.4 and 3.7.
MARTEK  EXPRESSLY  DISCLAIMS  ANY  WARRANTY  TO GB OR ANY THIRD  PARTY  THAT ANY
SUBLICENSE  BY GB OF ITS  LIMITED  RIGHT TO MAKE  AND  SELL ARA AS SET  FORTH IN
SECTIONS 3.2 AND 3.4 OR ANY USE OF ARA  MANUFACTURED BY GB WILL NOT INFRINGE ANY
PROPRIETARY  RIGHTS OF MARTEK OR ANY THIRD  PARTY,  AND GB AGREES  THAT IT SHALL
EXPRESSLY  DISCLAIM TO ANY GB CUSTOMER  WHICH  PURCHASES ARA ANY  REPRESENTATION
THAT USE OF SUCH ARA WILL NOT INFRINGE THE ARA PATENTS, OIL BLEND PATENTS OR ANY
OTHER PATENT.


4.        STEERING COMMITTEE

         4.1.  Formation.  Not later than fifteen (15) days after the  Effective
Date, the parties shall form a steering  committee (the "Committee") which shall
consist of four (4) members:  two (2)  appointed by Martek and two (2) appointed
by GB. Each party shall identify one of the team members it has appointed as its
"Leader."  In  addition  to its two (2)  members,  each  party  may send one (1)
non-participating,  nonvoting  observer  to each  meeting of the  Committee.  If
either party decides at any time to replace its  designated  Leader or its other
Committee member, it may do so by written notice to the other party's Leader.

         4.2. Meetings.  The Committee shall meet at such times and places as it
may select but, in any event, it shall meet at least once per calendar  quarter,
provided that the first such meeting shall be held as soon as  practicable,  but
in no event  later  than  thirty  (30)  days  after the  Effective  Date of this
Agreement. Meetings of the Committee shall be in person or by conference call as
the Committee decides.

         4.3. Status Reports. The Leaders shall report to each other monthly, or
as  otherwise  mutually  agreed  upon,  regarding  the  status  of the  parties'
respective obligations under this Agreement,  any anticipated problems (resolved
or unresolved), and any indication of delay in fixed or tentative schedules.

         4.4.  Agenda.  The Committee  shall be  responsible  for overseeing the
collaboration under this Agreement, for monitoring the parties' adherence to the
terms  hereof and for  agreeing on or  determining  any  matters  that are to be
agreed  on or  determined  by the  Committee  pursuant  to  this  Agreement.  In
particular,  the Committee shall, in good faith,  mutually resolve,  among other
things,  the  following:  (a)  determining  a program to reach  agreement on the
Martek  Specifications;  (b)  determining the methods of analysis and the format
for  certification of analysis  referred to in Section 7.10 below, and following
the  dispute  settlement  procedure  referred  to  in  Section  5.2  below;  (c)
determining the procedure to agree on Customer  Specifications  and on the terms
under which GB shall supply Martek and/or  Martek's  customers  with ARA meeting
Customer  Specifications;  (d) determining the schedule at which GB shall adjust
its  manufacturing  processes to manufacture  ARA in accordance  with the Martek
Specifications  and  Customer  Specifications;  (e)  determining  a schedule for
verification by Martek that GB is able to produce ARA which satisfies the Martek
Specifications and the Customer Specifications;  (f) determining the schedule at
which GB shall adjust its manufacturing  processes to accommodate changes, which
have been agreed upon by the Committee, in the Martek Specifications or Customer
Specifications  and  any  applicable  changes  to  GB  Costs  which  may  result
therefrom; (g) selecting the facilities of GB, GB subcontractors,  Martek and/or
Martek  subcontractors at which various steps in the ARA  manufacturing  process
will be completed  with the goal of  achieving  the lowest  possible  production
costs for ARA taking into account all quality  requirements that have to be met;
(h) determining the appropriate  means for packaging and shipping ARA ordered by
Martek;  and (i) periodically  reviewing GB's production  processes for ARA with
the goal of improving quality and reducing production costs.

         4.5.  Improvements.  Proposed improvements to the manufacturing process
for  ARA  shall  be  submitted  to the  Committee  by the  party  proposing  the
improvement.  The Committee may agree that the parties  jointly or  individually
perform  development work aimed at improvement of the manufacturing  process for
ARA or may elect not to implement the improvement.  If the Committee agrees that
the parties shall develop the work jointly,  the parties shall share equally the
research and development  costs related to the work at issue,  and the Committee
shall agree on development  protocols,  describing the work to be carried out by
each of the parties in this respect.  The proprietary  rights in any improvement
to the  manufacturing  process for ARA which is developed by the parties jointly
and for which they have shared the related research and development  costs shall
be jointly  owned by them and shall be  considered  jointly  owned  Confidential
Information.  GB Costs shall be reduced to the full extent that GB's actual cost
of production is reduced by any  improvement  owned solely by Martek,  but shall
not be reduced if GB's actual cost of production  is reduced by any  improvement
owned solely by GB, except as expressly set forth below. Except as expressly set
forth below,  in the event that GB's actual cost of  production  is reduced by a
jointly owned  improvement,  GB Costs shall be reduced by fifty percent (50%) of
the  reduction  in GB's actual cost of  production.  At six (6) month  intervals
following  the  first  use of any  improvement  to  the  manufacturing  process,
regardless of the identity of the owner(s), the parties shall calculate, for the
preceding six (6) months (the "Review Period"),  sales of ARA by GB to Martek as
a percentage of aggregate sales of ARA by GB. If during any Review Period, sales
of ARA by GB to Martek  represent fifty percent (50%) or less of aggregate sales
of ARA by GB, Martek shall be entitled to a credit against  future  purchases of
ARA from GB in an amount equal to fifty percent (50%) of the  reduction,  due to
all the implemented improvements to the manufacturing process for ARA during the
Review  Period,  in GB's actual cost of  production  for the  quantities  of ARA
purchased by Martek during the Review Period. If during any Review Period, sales
of ARA by GB to Martek represent more than fifty percent (50%) but less than one
hundred percent (100%) of aggregate sales of ARA by GB, Martek shall be entitled
to a credit  against  future  purchases  of ARA from GB in an amount  equal to a
percentage  of  the  reduction,  due to all  improvements  to the  manufacturing
process for ARA during the Review Period,  in GB's actual cost of production for
the  quantities  of ARA  purchased by Martek  during the Review  Period which is
equal to the  difference  between  (a) one  hundred  percent  (100%) and (b) the
percentage of aggregate sales of ARA by GB to Martek.  The proprietary rights in
any  improvement  to  the  manufacturing   process  for  ARA  that  is  actually
implemented  in that  process  and  has  been  (i)  incidentally  discovered  or
developed, or (ii) developed by either party, or by the parties jointly, without
prior  submission  of a  development  proposal to the  Committee  in  accordance
herewith shall be jointly owned by the parties,  and shall be considered jointly
owned Confidential Information.


5.        VERIFICATION OF ARA PRODUCTION QUALITY

         5.1. Specifications for ARA. The parties acknowledge that Martek wishes
to have the ability to order ARA from GB that  satisfies  Martek  Specifications
or,  as  necessary,  Customer  Specifications.  Martek  will use all  reasonable
efforts to encourage  its customers to accept the Martek  Specifications  as the
base specification for the ARA they purchase.

         5.2. Verification of Production.  Once the Martek Specifications and/or
the  Customer  Specifications  for any  customer  have been  agreed  upon by the
Committee,  GB shall deliver to Martek a quantity of ARA prepared to satisfy the
Martek  Specifications  and  quantities  of ARA prepared to satisfy the Customer
Specifications  for  each  Martek  customer.  Such  delivery  shall  be  made in
accordance  with a schedule and in  quantities  and on terms  determined  by the
Committee, which quantities shall be sufficient in all cases to enable Martek to
verify  that  the   quantities   of  ARA   provided   satisfy   the   applicable
specifications.  Martek shall thereupon subject the delivered  quantities of ARA
to the testing and analysis  procedures  agreed upon by the  Committee to verify
that the individual  quantities  satisfy the applicable  specifications.  If any
quantity of ARA fails to satisfy the applicable specifications,  Martek shall so
notify GB. Any dispute between the parties regarding the quality of any ARA thus
supplied shall be resolved in accordance with the procedure set forth in Exhibit
F. In case it is resolved  that any quantity of ARA thus supplied by GB fails to
satisfy the applicable specifications, GB shall adjust its manufacturing process
or take other appropriate  action and provide a replacement  quantity of ARA for
testing  and  analysis  by Martek.  The  process  shall  continue  until  Martek
determines  that all  quantities  of ARA  provided by GB satisfy the  applicable
specifications.

         5.3.  Specification Changes. The parties acknowledge and agree that the
Martek  Specifications and the Customer  Specifications may be subject to change
at any time and from time to time.  Martek shall bring any  required  changes to
the Martek Specifications or the Customer Specifications for any Martek customer
to the  attention  of the  Committee  as soon as  reasonably  practicable.  Upon
agreement by the  Committee to accept any such required  changes,  the Committee
shall then determine the terms, including GB Costs and delivery dates applicable
to ARA which will meet the proposed  specification changes. GB agrees to use its
best efforts to  accommodate  any requested  changes at reasonable  costs.  Upon
agreement  by the  Committee  on such  terms GB shall  implement  the  necessary
adjustments in accordance therewith,  and the parties shall follow the procedure
set forth in Section 5.2 for  verifying  that  quantities  of ARA produced by GB
satisfy the changed specifications.


6.        WARRANTY

         6.1.  Compliance.  GB represents  and warrants that it shall obtain and
maintain,  and shall  ensure that its  subcontractors  obtain and  maintain  all
licenses, permits, approvals, clearances and notifications which may be required
in connection  with the manufacture and packaging of ARA for Martek and that the
performance  of  all  GB  obligations   under  this  Agreement  by  GB  and  its
subcontractors  shall comply with all applicable  laws, rules and regulations of
any government  having  jurisdiction  over such  performance,  including without
limitation  regulations  and other  requirements  regarding  cGMPs.  GB  further
represents  and warrants  that all  quantities of ARA that it supplies to Martek
hereunder shall be manufactured in conformity with, and shall fully satisfy, the
Martek Specifications or the applicable Customer Specifications as identified to
GB in Martek's order.

         6.2. Disclaimer. THE LIMITED WARRANTY SET FORTH HEREIN IS EXCLUSIVE AND
IN LIEU OF, AND GB HEREBY  DISCLAIMS,  ALL OTHER  WARRANTIES  REGARDING  THE ARA
PRODUCED FOR MARTEK HEREUNDER, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION
ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

         6.3.  Notification and Replacement.  If any shipment of ARA supplied by
GB to Martek or, on behalf of Martek, to any Martek customer does not conform to
the applicable  specifications,  Martek shall promptly give GB written notice of
the nonconformity.  Likewise,  if GB discovers or has reason to believe that any
shipment  of ARA fails to conform  to the  applicable  specifications,  GB shall
promptly notify Martek. Any dispute between the parties regarding the conformity
of any  shipment of ARA to the  applicable  specifications  shall be resolved in
accordance  with the  procedure  set forth in Exhibit F. In case it is  resolved
that any  shipment of ARA fails to satisfy  the  applicable  specifications,  GB
shall  promptly  replace the  nonconforming  shipment,  without  charge,  with a
substitute   shipment  that   satisfies  the  applicable   specifications.   Any
nonconforming  shipment  of ARA  shall be  returned  to GB at GB's  request  and
expense. In the event that GB is unable to produce a replacement shipment of ARA
that  satisfies the  applicable  specifications  within a reasonable  time after
receipt of the notice of  nonconformity,  Martek shall have no obligation to pay
GB for the nonconforming  shipment, and if payment has already been made, Martek
shall be  entitled  to an  immediate  refund of the  price of the  nonconforming
shipment.


7.        PLANNING, PRODUCTION AND ORDERING TERMS

         7.1. Exclusive Supplier Rights.  Except as otherwise expressly provided
in Section  7.3,  beginning  on the later of (a) July 1, 1997 or (b) the date on
which the Committee agrees on the Martek  Specifications,  and for the remaining
term of this Agreement,  GB shall have "Exclusive  Supplier Rights." For so long
as GB's Exclusive Supplier Rights remain in effect,  Martek agrees that it shall
not order ARA from any other third-party  supplier and shall not itself produce,
in any calendar year a quantity of ARA greater than the "Martek Allocation." For
purposes of this Section 7.1, the term "Martek Allocation" shall mean the lesser
of (a) twenty-five percent (25%) of Martek's total sales of ARA during such year
or (b) eight thousand (8,000) Units of ARA; provided,  however,  that the Martek
Allocation  shall in no event be less than two thousand (2,000) Units of ARA per
year The Martek Allocation shall be used as much as possible to satisfy Customer
requirements referred to below in Section 7.2.

         7.2.  Exceptions  to  Exclusivity.  Until  such  time as GB shall  have
obtained the kosher  certification  referred to in Section 7.6,  Martek shall be
entitled to produce all quantities of ARA that require a kosher certification by
the Orthodox Union at any Martek  facility.  In addition,  in the event that any
Martek  customer  requires more than a single supplier of ARA as a condition for
placing one or more orders with  Martek,  the Martek  Allocation  referred to in
Section 7.1 above  shall be  increased  if  necessary  to enable  Martek to fill
orders  for ARA  for  which  any  customer  expressly  requires  an  alternative
supplier.  In the event such  customer is not satisfied  with a  combination  of
Martek and GB as suppliers,  Martek shall be free to contract with third parties
to fill any such orders.

                  GB and Martek  acknowledge  that in the countries of China and
India,  local  companies  might become  interested in  purchasing  ARA for their
domestic markets (the "China and India Markets"). If such interest materializes,
GB and  Martek  shall  negotiate  in  good  faith  a way  for  both  parties  to
participate  in the China  and India  Markets  in a way that both  parties  will
equally share in the benefit of selling into the China and India Markets without
Martek  jeopardizing  its ARA Patent rights and rights in potential ARA Patents.
If the parties fail to reach an agreement on this matter within two years of the
Effective Date,  Martek shall be entitled to produce ARA for the China and India
Markets.  If Martek  produces ARA for the China and India  Markets  itself,  the
sales price of ARA charged by GB for  sale(s)  into the China and India  Markets
shall not be taken into account for the purpose of setting the maximum ARA sales
price pursuant to Section 8.2(b) herein.

         7.3.  Termination  of Rights.  GB's  Exclusive  Supplier  Rights  shall
automatically  terminate  in the  event  that GB fails to fill any order for ARA
placed by Martek (a) in compliance  with the  provisions of applicable  delivery
instructions  submitted by Martek in accordance  with this Section 7, (b) with a
shipment that satisfies the specifications identified in the applicable delivery
instructions,  and (c) at a price that is not more than ten percent (10%) higher
than the price  offered  to Martek by any  other  prospective  supplier  of good
standing,  as  reasonably  determined  by Martek,  for  similar  quantities  and
quality.  Notwithstanding  the  foregoing,  failure by a shipment to satisfy the
specifications or instructions in the applicable delivery instructions shall not
be grounds for automatic  termination of GB's Exclusive  Supplier Rights so long
as GB fully complies with Section 6.3 in connection  with such shipment,  and no
such failure recurs in connection  with (A) the next  consecutive  order for the
same Martek customer  (whether ordered for delivery to Martek or directly to the
customer) or (B) more than three (3) orders  placed by Martek  (whether  ordered
for  delivery  to  Martek  or  directly  to  the  customer)  during  any  twelve
consecutive  month  period;  provided,   however,  that  the  Martek  Allocation
referenced  in Section 7.1 shall be increased by the amount  necessary to enable
Martek to fill any  order for which a GB  shipment  has  failed to  satisfy  the
specifications.   In  the  event  that  GB's   Exclusive   Supplier   Status  is
automatically  terminated  for any  reason,  Martek  shall  have the  option  to
terminate this Agreement in accordance with Section 13.2.

         7.4.  Purchase  Estimates  and Orders.  To assist GB in  organizing  an
adequate  supply of ARA to fill Martek's  orders,  Martek shall submit to GB, on
the first working day of each month,  a written firm purchase  order setting out
the  quantities  of ARA Martek  will  purchase  during  the month (the  "Month")
following the first mentioned month as well the minimum quantities of ARA Martek
will purchase during the two months following the Month. Simultaneously,  Martek
will submit to GB a  tentative  forecast  of the  quantities  of ARA that Martek
expects to order during the three (3) calendar quarters  following the three (3)
months  referred to above.  Except for the quantities of ARA set out in the firm
purchase  order for the Month as  referred  to above,  Martek may order,  and GB
agrees to timely deliver, quantities of ARA up to one hundred ten percent (110%)
of the minimum  quantities  set out in the firm purchase  orders for each of the
two months  following  the  Month.  In the event the  actual  quantities  of ARA
ordered by Martek  during the  following  two months exceed said one hundred ten
percent  (110%),  GB shall  endeavor to manufacture  and supply such  additional
quantities to Martek and, in doing so, shall use all inventory and manufacturing
capacity  which GB is not  contractually  obligated  to use for the  purpose  of
filling orders for any third party,  but shall not be under any obligation to do
so within such two (2) month period.  In addition to any other remedies provided
herein,  the Martek  Allocation  as defined in Section 7.1 shall be increased by
any  quantities  of ARA not timely  delivered by GB pursuant to Sections 7.4 and
7.7 herein.

         7.5. Maximum GB Capacity.  Notwithstanding anything to the contrary set
forth in Section 7.4, if Martek's orders for ARA in any twelve (12) month period
exceed one hundred thousand (100,000) Units of ARA, Martek  acknowledges that GB
will have to build additional processing capacity and that Martek's first orders
aggregating  in excess of one  hundred  thousand  (100,000)  Units of ARA in any
twelve (12) month period (the "First Over  Capacity  Orders") may be delayed for
up to eighteen (18) months  pending the building of  additional  capacity by GB.
During the period that GB is building such  additional  capacity (the "Build-Out
Period"),  to the extent that GB cannot fill  Martek's  orders for ARA,  (a) the
Martek  Allocation  referred  to in  Section  7.1 above  shall be  increased  as
necessary  to enable  Martek to fill  orders for ARA from  customers  and/or (b)
Martek shall be free to contract with third  parties for the  production of ARA,
in which case Martek shall  transfer (and GB shall  provide  Martek any required
assistance) to such third party(ies) any technical information necessary for the
production  of ARA.  Martek  agrees that  contracts  with any third  parties for
production of ARA during the  Build-Out  Period shall be structured so as not to
preclude GB from  re-establishing its exclusivity,  based upon the terms of this
Agreement, at the end of the Build-Out Period.

         7.6.      Kosher Certification.  GB shall obtain, as soon as 
practicable, and shall thereaftermaintain and at all times adhere to the
requirements for kosher certification by the Orthodox Union for all facilities
of GB and any GB subcontractors that are used to manufacture, produce and/or
package any component(s) of ARA.

         7.7. Delivery  Instructions.  Martek shall submit delivery instructions
to GB for  quantities of ARA subject to firm orders  placed in  accordance  with
Section 7.4 above at GB's address written above. Such delivery instructions,  as
so placed,  shall identify (a) the quantity of ARA required,  (b) specifications
which the ARA shall be required to satisfy,  (c) the required delivery date, (d)
the  address  to which  the  shipment  shall  be  delivered,  and (e) any  other
applicable  shipping  instructions.  GB shall  confirm  orders  within  five (5)
business days after receipt.

         7.8.  Shipment.  During a Month,  GB shall  deliver  quantities  of ARA
covered  by the firm  order for the Month on the later of (a) the last  business
day of the month or (b) ten (10) days  after  receipt of  delivery  instructions
from Martek.  All orders shall be shipped  F.O.B.  GB's  facility.  For purposes
hereof,  each order  shall be deemed to have been  "delivered,  and risk of loss
with respect to each shipment shall pass from GB to Martek, upon delivery of the
shipment by GB to a carrier  agreed upon by the  Committee  for transport to the
location  specified in the Martek order.  GB shall retain title to all shipments
of ARA until  payment is received,  whereupon  title shall pass to Martek or the
Martek customer, as applicable.

         7.9. Order Fulfillment. Issues relevant to order fulfillment, including
but not limited to the  location(s)  at which various  stages in the  production
process for ARA shall occur and methods for packaging and shipment of ARA, shall
be determined by the Committee.  Notwithstanding the foregoing,  Martek shall be
entitled to know the identity of each  facility and  subcontractor  which GB may
use for production of ARA for Martek, and all shipments of ARA in fulfillment of
Martek's  orders  shall bear no brand name other than Martek  brand names unless
otherwise directed by Martek.

         7.10.  Certification  of  Analysis.  Promptly  on the  date  of each GB
shipment  of ARA ordered by Martek,  whether for  delivery to Martek or a Martek
customer,  GB shall furnish  Martek with a  certificate  of analysis in the form
determined by the Committee and signed by GB's  relevant  QA/QC  officer,  which
certifies the actual content of those components of the ARA which are identified
in the Martek Specifications or Customer Specifications, as applicable.

   
         7.11.  Refinement  and  Extraction.  The  parties  shall  enter  into a
separate  agreement,  the "Toll Manufacture  Agreement," on terms  substantially
similar to those set forth  herein,  pursuant to which  Martek  shall refine ARA
from crude oil  containing ARA for GB or extract ARA from biomass and refine the
crude oil for GB. The  members of the  Committee  shall  comprise  the  steering
committee referenced in the Toll Manufacture Agreement.  Martek hereby grants an
option to GB to purchase  Martek's  blueprints for facilities for the refinement
and/or extraction of ARA, in return for fair and reasonable  consideration to be
agreed upon by the parties and amortized  monthly over a period of five years as
of the  sale  and  delivery  of the  blueprints.  The  foregoing  option  may be
exercised only if the Committee  determines  that GB should refine ARA in one or
more  facilities  in Europe,  and the  consideration  shall be payable only upon
termination of this ARA Purchase  Agreement in the unamortized  amount remaining
at such time.
    


8.        PAYMENTS

         8.1. By GB. In consideration  of Martek's  undertaking to appoint GB as
Martek's  subcontractor for the manufacture of ARA as set forth herein, GB shall
pay to Martek the following amounts on the dates provided:


                  (a)  [ * ] shall be paid by GB to  Martek   upon  the date of
         execution of this Agreement;


                  (b) [ * ] shall be paid by GB to  Martek  within  thirty  (30)
         days after the date of issuance by the  European  Patent  Office of the
         first ARA Patent that would be infringed by continued manufacture,  use
         or sale of ARA by GB; and


                  (c) [ * ] shall be paid within thirty (30) days after the date
         of issuance in the United  States of the first ARA Patent that would be
         infringed by continued manufacture, use or sale of ARA by GB.


   
                  A payment  made by GB  pursuant  to this  Section 8.1 shall be
reimbursable by Martek to GB to the extent of the  Reimbursement  Percentage set
forth on the next page, only if Martek  terminates this Agreement other than (i)
for cause in accordance with Section 13.2 or in accordance with Section 13.3(b),
or (ii) by reason of  bankruptcy  in  accordance  with its  rights as a bankrupt
party under the bankruptcy laws of the United States.
    




<PAGE>





                                                                  Reimbursement 
          Time of Termination by Martek                            Percentage
          -----------------------------                            ----------
          During the first year after the due date for the             90%
          applicable payment
          During the second year after the due date for the            70%
          applicable payment
          During the third year after the due date for the             50%
          applicable payment
          During the fourth year after the due date for the            30%
          applicable payment
          During the fifth year after the due date for the             10%
          applicable payment
          After the fifth year after the due date for the               0%
          applicable payment

         8.2.      By Martek.  For each shipment of ARA ordered by Martek and
shipped to the address specified in Martek's delivery instructions which 
satisfies the specifications identified in Martek's delivery instructions, 
Martek shall pay to GB the GB Costs per Unit of ARA for filling such order plus
an additional [   *        ] of such GB Costs per Unit of ARA; provided, 
however, that in no event shall the total amount paid by Martek for any shipment
of ARA which satisfies the Martek Specifications exceed the lowest of:
(a)      for the first [ * ] Units of ARA per [  *  ] month  period  beginning
         July 1, 1997,  [ * ] per Unit of ARA; and for all  additional  Units of
         ARA during such period,  [ * ] per Unit of ARA  (exclusive in each case
         of transportation costs and customs duties), or
(b)      for the first [ * ] Units  of ARA  delivered  by GB in  fulfillment  of
         orders by Martek under this Agreement, [
         *
         ], and for any  additional  Units of ARA delivered by GB in fulfillment
         of orders by Martek under this Agreement, a price that is [


                                                     *


                  ]; or


<PAGE>


(c)      a price  per Unit of ARA  based on GB Costs  that are not more than ten
         percent (10%) higher than Martek's cost of production  per Unit of ARA,
         calculated in a manner  identical to the  calculation of GB Costs,  for
         ARA of equivalent quantity and quality.

GB shall  invoice  Martek for each order no earlier  than the date on which such
order  is  shipped,  and  Martek  shall  remit  all  payments  due to GB  within
forty-five (45) days following receipt of GB's invoice.

         8.3. ARA Price  Adjustments.  For each shipment of crude oil containing
ARA which Martek is  responsible  for  converting to Finished Oil,  Martek shall
determine the quantity of ARA in the Finished Oil in accordance  with the method
agreed upon by the Committee as a percentage of the quantity of ARA in the crude
oil (the  "Recovery  Rate").  GB shall be able to verify  the  Recovery  Rate as
determined  by  Martek.  If the  Recovery  Rate for any  shipment  is less  than
ninety-five  percent (95%), the price paid by Martek to GB per Unit of ARA shall
be increased  by One U.S.  Dollar (US $1.00) for every one percent (1%) that the
Recovery Rate is less than  ninety-five  percent (95%).  If the Recovery Rate is
less than ninety  percent (90%) for more than six thousand  (6,000) Units of ARA
recovered  by Martek  from crude oil  shipped by GB during the twelve (12) month
period  immediately  following Martek's receipt of the first shipment from GB of
crude oil containing ARA or during any subsequent twelve (12) month period,  the
price  paid by  Martek  to GB for  such  crude  oil  shall  be  increased  by an
additional  Two U.S.  Dollars  (US $2.00) per Unit of ARA for every one  percent
(1%) that the  Recovery  Rate is less than  ninety  percent  (90%)  during  such
period. If, during the twelve (12) month period  immediately  following Martek's
receipt from GB of the first  shipment of crude oil  containing ARA the Recovery
Rate is less than  eighty-five  percent (85%),  GB's obligation to deliver crude
oil to Martek and GB's  Exclusive  Supplier  Rights shall be suspended,  and the
parties shall use commercially reasonable efforts to increase the Recovery Rate,
negotiate  a change in the prices set forth in Section  8.2(a) or reach  another
mutually agreeable procedure for recovery of ARA from crude oil. GB's obligation
to  deliver  crude  oil to  Martek  and GB's  Exclusive  Supplier  Rights  shall
immediately resume upon achievement of a mutually  satisfactory  increase in the
Recovery  Rate,  change  in the  prices  set  forth in  Section  8.2(a) or other
procedure  for  recovery of ARA from crude oil within  twelve (12) months  after
Martek first calculated a Recovery Rate of less than eighty-five  percent (85%).
If by the end of such twelve (12) month period,  the parties have not achieved a
mutually  satisfactory  increase  in the  Recovery  Rate,  change in the ceiling
prices set forth in Section  8.2(a) or other  procedure for recovery of ARA from
crude oil, then either party may terminate this Agreement.

         8.4.  Ceiling  Price  Adjustments.  The maximum  prices per kilogram of
crude oil  containing ARA set forth in Section 8.2(a) are subject to increase on
each anniversary (the "Adjustment Date") of the effective date of this Agreement
in accordance with this Section 8.3. On each Adjustment  Date, GB Costs shall be
adjusted  to  reflect  (a) any  increase  in the  actual  cost of raw  materials
required  to  produce  ARA  and  (b)  a  percentage   of  that  portion  of  the
then-applicable  maximum prices  attributable  to items other than raw materials
which is equal to the percentage  increase,  if any, in the Consumer Price Index
for the month  which is two (2)  months  prior to the  Adjustment  Date over the
Consumer  Price Index for the  corresponding  month in the preceding  year.  For
purposes  of this  Section  8.3,  the term  Consumer  Price Index shall mean the
"Index  Number" for "All Items" for as published in the Revised  Consumer  Price
Index--Cities  (36 mo. avg.  1982-84 = 100) by the Bureau of Labor Statistics of
the U.S.  Department  of Labor.  If the  Consumer  Price Index for the month two
months  prior to the  Adjustment  Date shall not have the same base period (that
is, the period for which the index is 100) as the index for 1982-84, then either
or both of such indexes shall be adjusted through the use of conversion  factors
provided by the Bureau of Labor  Statistics so as to be comparable to each other
for the purposes hereof,  it being the intention of the parties that the ceiling
prices per  kilogram of crude oil  containing  ARA shall be  adjusted  upward to
reflect the decreased purchasing power of the United States dollar, if any, when
compared to the purchasing power of the US dollar in 1982-84.

         8.5.      [ * ]

         8.6.      Currency.  All payments hereunder shall be in made in United 
States dollars.


9.        REPORTING, RECORD KEEPING AND AUDIT

         9.1. Within thirty (30) days after the effective date of this Agreement
and  thereafter  on  January 1 of each year  during the  remaining  term of this
Agreement,  GB shall  provide  Martek with a budget for GB's costs of production
for ARA,  determined in good faith in accordance  with Exhibit A, for the twelve
(12) month period  immediately  following the date on which such budget is to be
provided.  On  September  30 and March 31 of each year  during  the term of this
Agreement,  GB shall  deliver  to Martek a  statement  of GB's  actual  costs of
production of ARA for the periods  ending the preceding June 30 and December 31,
respectively.  Any  difference  between  budgeted costs and actual costs for any
applicable  six (6) month period will be reconciled  (by a cash refund to Martek
if  budgeted  costs  exceed  actual  costs,  or by an  invoice to Martek for the
additional amount payable if actual costs exceed budgeted costs) upon submission
of the applicable statement of actual costs.

   
         9.2. GB shall  maintain  complete and accurate  records of all GB Costs
and of ARA transactions with other customers.  Martek shall have the right, upon
reasonable prior written notice,  through an independent  public accounting firm
reasonably  acceptable  to GB, to  examine  GB's  books,  records  and  accounts
relating  to GB's  performance  under this  Agreement  and for the  purposes  of
verifying the accuracy of GB's  statements of actual costs for the production of
ARA. All information  regarding GB's business  received in any such  examination
shall be held in  confidence.  The  expenses  of such  audits  shall be borne by
Martek,  and any overpayment by Martek of the amounts GB was entitled to receive
for fulfillment of orders for ARA which is established as a result of such audit
shall be promptly  refunded to Martek with interest at the prime rate per annum,
as published  bi-weekly in the Wall Street Journal,  calculated from the date(s)
of the overpayment until the date of refund in accordance herewith.  If any such
audit  establishes an aggregate  overpayment by Martek during the period covered
by the  audit  by five  percent  (5%) or more of the  amounts  to  which  GB was
entitled, then Martek shall be reimbursed by GB for the expenses of the audit.
    


10.       CONFIDENTIAL INFORMATION


         The parties  acknowledge  and agree that each party will be  disclosing
confidential  information to the other party,  including but not limited to, the
Martek Specifications,  Customer  Specifications,  know-how,  business strategy,
ideas, concepts and financial information (the "Confidential Information"). Each
party agrees that it shall hold the Confidential  Information of the other party
in  strict  confidence,  shall not  disclose  it to others or use it in any way,
commercially  or otherwise,  except for purposes of performing  its  obligations
under this Agreement.  Each party further agrees to take all action necessary to
protect  the  confidentiality  of the  other  party's  Confidential  Information
including,   without  limitation,   (a)  implementing  and  enforcing  operating
procedures to minimize the  possibility  of  unauthorized  use or copying of the
other  party's  Confidential  Information,   and  (b)  obligating  each  of  its
subcontractors,  by written agreement, to protect the other party's Confidential
Information.   Notwithstanding   this   Section   10,  the  term   "Confidential
Information"  shall not include any information  which (i) is or becomes part of
the public domain through no fault of the receiving  party,  (ii) is obtained by
the  receiving  party from any third party which is under no  obligation  to the
disclosing  party  to  protect  the  confidentiality  thereof,  or  (c)  can  be
established by the receiving party with reasonable  documentary evidence to have
been  independently  developed by the receiving  party  without  reliance on the
other party's  Confidential  Information.  The parties hereby  acknowledge  that
Martek and GB, as corporations  whose stock is publicly traded,  may be required
by applicable laws to disclose the terms of this Agreement.


11.       LIMITATION OF LIABILITY

         EXCEPT FOR THE  LIABILITY  OF GB UNDER  SECTION  12, IN NO EVENT  SHALL
EITHER  PARTY BE LIABLE TO THE OTHER  PARTY  FOR LOSS OF  PROFITS  OR  INDIRECT,
SPECIAL,  INCIDENTAL OR  CONSEQUENTIAL  DAMAGES  INCURRED BY THE OTHER PARTY AND
ARISING OUT OF OR IN CONNECTION  WITH THIS  AGREEMENT FOR ANY CAUSE OF ACTION OF
ANY KIND EVEN IF THE OTHER  PARTY HAS BEEN  ADVISED OF THE  POSSIBILITY  OF SUCH
DAMAGES.


12.       INDEMNIFICATION

         GB shall  indemnify  and hold Martek  harmless from and against any and
all liability,  damages, loss or expense (including reasonable fees of attorneys
and other professionals)  arising from any claim,  demand,  action or proceeding
initiated  by any third  party  based  upon  failure by any  shipment  of ARA to
satisfy the warranty provisions of Section 6.1, including without limitation any
claim that any shipment of ARA contained any  contaminant or other substance not
included in the applicable specifications.


13.       TERM AND TERMINATION

         13.1.  Term.  The  term of  this  Agreement  shall  commence  upon  the
effective  date  hereof  and shall  remain in effect for ten (10) years from the
Effective Date unless otherwise terminated in accordance with this Section. This
Agreement may be renewed upon mutual consent of the parties;  provided  however,
that  renewal  on the same  terms,  if the  parties  so  consent,  shall  not be
conditioned upon payment by GB of additional  consideration for appointment as a
subcontractor.

         13.2. Termination for Cause. This Agreement may be terminated by either
party  in the  event  that  the  other  party  has not  performed  any  material
obligation or has otherwise  breached any material term of this Agreement or any
other contract or agreement  between the parties (a) immediately upon receipt of
written notice thereof if the breach or  nonperformance is incapable of cure, or
(b)  upon  the  expiration  of  thirty  (30)  days (or any  longer  cure  period
authorized  by the  nonbreaching  party with respect to any  individual  breach)
after  receipt of written  notice  thereof  if the breach or  nonperformance  is
capable of cure and has not then been cured.

         13.3.  Termination  by Martek.  Martek  may  terminate  this  Agreement
without  prejudice to any other rights or claims it may have in the event of (a)
final  determination that both Martek's pending ARA Patent and pending or issued
(as applicable)  Oil Blend Patent will not issue or are abandoned,  withdrawn or
otherwise  lapse in either the United States or in the countries of the European
Union and the number of Units of ARA sold by Martek is less than  fifty  percent
(50%) of the total number of combined Units of ARA sold by both Martek and GB in
the United States and the countries of the European Union, in the aggregate,  or
(b) GB challenges the validity of, or otherwise opposes any ARA Patent,  pending
ARA Patent, Oil Blend Patent or pending Oil Blend Patent anywhere in the world.

         13.4.  Termination  by GB. GB shall  have the right to  terminate  this
agreement,  without  liability  or  obligation  to GB in  connection  with  such
termination,  (i) in the  event  that  Martek  initiates  any  claim,  action or
proceeding  against GB based upon an  allegation  that GB has  infringed any ARA
Patent or Oil Blend Patent,  or (ii) if and when Martek fails to comply with its
obligations  under  Section 3.6 above.  Nothing  herein  shall be  construed  to
release GB from any liability that it may have to Martek in connection  with any
alleged infringement.

         13.5.  Effect of  Termination.  Upon any termination of this Agreement,
there shall be no further  obligation  by Martek to purchase  ARA from GB and no
further  limitation on the suppliers  from which Martek may purchase ARA. In the
event that either party  terminates  this  Agreement in accordance  with Section
13.2 by reason of a  material  default  by the other  party or in the event that
Martek  terminates  this  Agreement  in  accordance  with Section  13.3(b),  the
terminating party shall have an unrestricted  royalty-free  right and license to
use and sublicense  the use of any  information  and  technology  related to the
manufacture  and  production  of ARA owned or used by such other  party that the
terminating  party has become aware of during the term  hereof.  Notwithstanding
the foregoing, Martek shall have no right or license to use GB-owned information
or technology  related to the  production of ARA as a result of  termination  of
this  Agreement in accordance  with Section 13.2 by reason of a failure by GB to
fill an order  placed  by  Martek  for ARA at a price  that is not more than ten
percent (10%) higher than the price offered to Martek by another supplier.


14.       TRADEMARKS

         14.1.  Use.  During the term of this  Agreement,  GB shall use Martek's
brand  names and the  Martek  trade  name,  solely on  Martek's  behalf  and for
Martek's  benefit,  on all  shipments  of ARA by GB, in  response  to orders and
delivery instructions by Martek, to Martek or any Martek customer,  and GB shall
not attach  any  additional  brand  names,  trademarks,  trade  names,  logos or
designations  to any such  shipment.  GB's use of  Martek's  brand names and the
Martek trade name shall be in accordance  with Martek's  policies in effect from
time to time,  as  communicated  by Martek to GB. GB shall not be  authorized to
use, and is expressly prohibited from using, any Martek brand name or the Martek
trade name on any shipment of ARA other than a shipment  subject to an order and
delivery instructions submitted to GB by Martek.

         14.2. Ownership. GB has paid no consideration for the use of any Martek
brand name or the Martek trade name,  and nothing  contained  in this  Agreement
will give GB any right,  title or interest in any of them. GB acknowledges  that
Martek  owns and  retains  all rights in the Martek  brand  names and the Martek
trade  name.  GB will not at any time during or after this  Agreement  assert or
claim any  interest  in any Martek  brand name or the Martek  trade  name.  Upon
expiration or termination of this Agreement,  GB will immediately  cease all use
of the Martek brand names and the Martek trade name.


15.       DISPUTES; ARBITRATION

         15.1.  Disputes  Generally.  The parties  hereby  undertake to use good
faith  efforts to settle any  dispute  arising  under  this  Agreement.  Failing
settlement,  all  disputes,  including  without  limitation  claims of breach of
contract,  fraud in the inducement and  negligence  shall be finally  settled in
accordance with the Rules of Conciliation  and Arbitration of the  International
Chamber of Commerce.  The  arbitration  shall take place in Baltimore,  Maryland
USA, and the parties  hereby agree to exclude any right of application or appeal
to the courts in  connection  with any  question of law arising in the course of
the reference or out of the award.  Notwithstanding the foregoing,  any disputes
with respect to disclosure of any Confidential  Information shall not be subject
to this arbitration provision.

         15.2. Selection of Arbitrator(s).  If the parties hereto fail to settle
any  dispute  arising  under this  Agreement  within a period of sixty (60) days
after the date on which such dispute arose, each party shall,  within sixty (60)
days thereafter, appoint one arbitrator and the two so nominated shall, in turn,
choose a third arbitrator. If the arbitrators chosen by the parties cannot agree
on the choice of the third arbitrator  within a period of thirty (30) days after
their  nomination,  then the third arbitrator shall be appointed by the American
Arbitration  Association.  If either  party fails to appoint its own  arbitrator
within the specified period,  the arbitrator  appointed by the other party shall
be the sole  arbitrator.  The  parties  shall use their best  efforts to appoint
arbitrators who are knowledgeable in biochemical technology.

         15.3.     Language; Transcript.  The arbitration shall be conducted in
the English language. Relevant documents in other languages shall be translated
into English if the arbitrators so direct.  A written transcript in English of
the hearing will be made and furnished to the parties.

         15.4.   Decision  of  Arbitrators.   The  arbitrators  will  decide  in
accordance  with the terms of this  Agreement  and will take  into  account  any
appropriate international trade usages applicable to the transaction.  The award
of the arbitrators will be final and binding upon the parties. Judgment upon the
award may be entered in any court having  jurisdiction.  An  application  may be
made to any such  court  for  judicial  acceptance  of the award and an order of
enforcement.

         15.5.     Expense of Arbitration.  The arbitrators shall determine the
allocation between the parties of expenses incurred in connection with the 
arbitration.


16.       REGULATORY MATTERS; ACCESS TO ARA PRODUCTION FACILITIES

         16.1.  Approvals.  Each party shall  obtain all  regulatory  approvals,
permits, licenses, clearances and notifications which it is required to have for
manufacture, shipment, sale or use of ARA prior to any such manufacture, sale or
use or shall ensure that such required approvals,  permits, licenses, clearances
and  notifications  are otherwise  obtained.  Each party shall provide the other
party with all  information  the other party may reasonably  request in order to
obtain or comply with any necessary  regulatory  approvals,  permits,  licenses,
clearances and notifications for manufacture,  shipment, sale or use of ARA such
as, but not limited to, all information  concerning  studies  performed by or on
behalf of such  party in the field of product  identification,  characterization
and analysis; pathogenicity, toxicity, mutagenicity and clinical trials.

         16.2. Inspection.  Upon reasonable notice during regular working hours,
Martek and any Martek  customer may inspect the  manufacturing  facilities of GB
and any  subcontractor(s)  in order to inspect the  manufacture of ARA,  examine
samples of ARA, review quality control and  manufacturing  procedures for ARA or
any other purpose related to this Agreement.

         16.3.     Manufacturing Changes.  GB shall notify the Committee of any
proposed change to any manufacturing procedure for ARA and shall not change the
manufacture of ARA without the prior approval of the Committee.

         16.4.  Government  Communications.  GB will promptly  provide to Martek
copies of all documents in its possession  concerning  communications to or from
FDA or prepared  by FDA,  or to or from or  prepared  by any other  governmental
agency,  which  bear in any  respect  on  compliance  by GB with  FDA and  other
relevant  governmental agency requirements  pertaining to the manufacture of ARA
under this Agreement.


17.       GENERAL PROVISIONS

         17.1. Assignment.  Neither this Agreement nor any rights granted hereby
may be assigned by either party without the prior  written  consent of the other
party, which consent shall not be unreasonably  withheld.  Any attempt by either
party to assign any rights,  duties or obligations without the requisite consent
of the other party shall be void and without force or effect.

         17.2.  Modification.  This  Agreement can only be modified by a written
agreement  duly signed by persons  authorized  to sign  agreements  on behalf of
Martek and of GB, and variance from the terms and  conditions of this  Agreement
in any written notification given by either party shall have no force or effect.

         17.3.     Severability.  If any provision of this Agreement shall be 
held to be invalid, illegal or unenforceable for any reason, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

         17.4.  Relationship of the Parties. For purposes of this Agreement,  GB
and Martek will be and shall act as independent  contractors,  and neither party
is  authorized  to act as an agent or partner of, or joint  venturer  with,  the
other party for any purpose.  Neither  party by virtue of this  Agreement  shall
have any right, power, or authority to act or create any obligation,  express or
implied, on behalf of the other party.

         17.5.  Notices.  All notices shall be in writing and shall be deemed to
be delivered  when  deposited with a recognized  international  express  courier
service,  or when sent by facsimile  transmission  promptly  confirmed by return
transmission.  All notices  shall be directed to Martek or GB at the  respective
addresses  first set forth above or to such other  address as either  party may,
from time to time, designate by notice to the other party.

         17.6.  Governing Law. This Agreement,  and any and all tort claims that
may arise in connection with ARA and any related  services,  will be governed by
the  substantive  laws of the State of Maryland.  The parties  hereby  expressly
exclude the  applicability of the Convention on Contracts for the  International
Sale of Goods and that body of law known as conflicts  of laws.  Notwithstanding
anything to the contrary  herein,  issues  regarding the scope of any ARA Patent
shall be  determined in accordance  with the laws of the  jurisdiction  in which
such ARA Patent has issued.

         17.7.  Force Majeure.  Neither party shall be liable for any damages or
penalty for any delay in performance  of, or failure to perform,  any obligation
hereunder or for failure to give the other party prior notice  thereof when such
delay or failure is due to the elements,  acts of God, delays in transportation,
delays in delivery by vendors or other  causes  beyond that  party's  reasonable
control.

         17.8.     No Waivers.  No express or implied waiver by either party of
any event of default hereunder shall in any way be, or be construed as, a waiver
of any future or subsequent event of default.

         17.9.     Survival.  The respective rights and obligations of the 
parties under Sections 6, 9, 10, 11, 12, 13.5, 14, 15 and 17 shall survive the 
termination of this Agreement.

         17.10.  Entire Agreement.  The parties acknowledge that this Agreement,
together  with  Exhibits A - F hereto,  sets forth the  complete,  exclusive and
integrated  understanding of the parties which supersedes all proposals or prior
agreements,  oral or  written,  and all other prior  communications  between the
parties relating to the subject matter of this Agreement.

         17.11.    Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which 
together shall constitute one and the same document.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date first above written.

MARTEK BIOSCIENCES                          GIST-BROCADES B.V. (GB)
CORPORATION  (Martek)



By:                                                           By:

Title:                                                        Title:


                                               Date: Date:




<PAGE>




                                                EXHIBIT A


                                                 GB COSTS



GB Costs per Unit of ARA = Variable Costs per Unit of ARA + Production Costs per
Unit of ARA, as follows and adjusted as necessary in  accordance  with  Sections
4.5 and 8.5 of the attached Agreement:


Variable Costs

Variable  Costs shall be  determined on the basis of actual  consumption  taking
actual purchase prices into account.

Variable  Costs shall comprise  those costs are directly  identifiable  within a
product, namely:

      Raw and intermediate materials
      Packaging
      Operations performed elsewhere
      Transport


Production Costs

Production  Costs shall be  determined  on the basis of actual yields and actual
department costs, which are directly or indirectly  related to production.  Cost
categories include, without limitation,  labor, depreciation based on historical
costs,  project  costs,  energy,  waste  and  effluent  disposal  or  treatment,
insurance,   local  taxes,  site  service  allocations  like  production  staff,
maintenance, purchasing, quality assurance, security services, etc.


The  determination  of Variable Costs and the allocation of Production  Costs to
Units  of  ARA  shall  be  made  according  to  Generally  Accepted   Accounting
Principles.



ACCEPTED AND AGREED TO:

MARTEK BIOSCIENCES                          GIST-BROCADES B.V. (GB)
CORPORATION  (Martek)




By:                                                           By:

Title:                                                        Title:

Date:                                                         Date:




<PAGE>



                                                EXHIBIT B

                                               ARA PATENTS



                                INTERNATIONAL PUBLICATION NO: WO 92/13086
                                INTERNATIONAL PUBLICATION NO: WO 96/21037





                                                [attached]

































ACCEPTED AND AGREED TO:

MARTEK BIOSCIENCES                          GIST-BROCADES B.V. (GB)
CORPORATION  (Martek)




By:                                                           By:

Title:                                                        Title:

Date:                                                         Date:




<PAGE>



                                                EXHIBIT C

                                            OIL BLEND PATENTS



                                INTERNATIONAL PUBLICATION NO: WO 92/12711



                                                [attached]





































ACCEPTED AND AGREED TO:

MARTEK BIOSCIENCES                          GIST-BROCADES B.V. (GB)
CORPORATION  (Martek)




By:                                                           By:

Title:                                                        Title:

Date:                                                         Date:





<PAGE>



                                                EXHIBIT D

                                    COUNTRIES IN WHICH ARA PATENTS AND
                                      OIL BLEND PATENTS HAVE ISSUED



ARA Patents issued in

Australia
Indonesia
Israel
New Zealand
OAPI
South Africa
Sri Lanka

Oil Blend Patents issued in

Australia
Indonesia
Israel
New Zealand
South Africa
Sri Lanka
U.S.A.
















ACCEPTED AND AGREED TO:

MARTEK BIOSCIENCES                          GIST-BROCADES B.V. (GB)
CORPORATION  (Martek)




By:                                                           By:

Title:                                                        Title:

Date:                                                         Date:





<PAGE>



                                                        15


\\\BA - 61954/3 - 0035607.01
                                    EXHIBIT E

                          PATENT ARBITRATION PROCEDURE
                         FOR INFRINGEMENT DETERMINATION

         IT IS AGREED by and among Gist-Brocades B.V.  (hereinafter  referred to
as  "GB")  and  Martek  Biosciences  Corporation  (hereinafter  referred  to  as
"Martek") that the following  procedure  will be used to resolve  certain issues
arising  under the  Section  3.3 of the  AGREEMENT  to which this  PROCEDURE  is
attached.


Article E - I.  PURPOSE

         The purpose of this PROCEDURE is to provide an arbitration mechanism by
which, at the election of either party,  any or all of the following  issues may
be submitted to and finally decided by an independent panel of arbitrators:

         1.       Whether a claim of an issued  Martek  Patent is  infringed  by
         a GB product,  either  directly or indirectly.

         2. Whether a claim of a Martek Patent issued in a particular country is
         drawn to an  invention  which  is  described  and  fully  supported  in
         accordance  with  laws  of that  country  in the  International  Patent
         Publication attached as Exhibit B hereto.

It is understood and agreed that arbitration  pursuant to this Agreement relates
to and is  intended to resolve  certain  issues  arising out of this  Agreement,
without the burden and expense of litigation.  As further provided  herein,  the
decision  of a majority  of the  arbitrators  shall be final and binding on both
parties so long as this  Agreement  is in  effect.  Such  decision  will have no
effect in a dispute outside the scope of this Agreement, e.g. patent litigation,
nor will such  decision  survive  termination  of this  Agreement  except as the
decision affects arbitration under this Agreement.

         Subject to the express  provisions of this  Procedure and those rulings
or determinations  made by the arbitrators,  the parties shall have the power to
agree upon the form of the patent arbitration  proceeding(s) and the rules under
which it shall be conducted.


Article E - II.  ARBITRATORS AND GENERAL PROCEDURES

         The arbitrators shall be licensed patent  practitioners  and/or retired
judges knowledgeable as to patent law and practice in the jurisdiction where the
patent  has  issued.  Three (3)  neutral  arbitrators  will hear and  decide the
issue(s) as a panel, with a majority of the panel having the power to make final
rulings and issue the decision(s).

         The panel will be selected by  agreement of the parties from a group of
twelve (12)  candidates,  six (6) of whom shall be proposed by each party by not
later than thirty (30) days  following  the date a party shall have  demanded in
writing the arbitration of the enumerated issue(s). Each party shall then select
two (2) arbitrators from the six (6) proposed by the other party, for a total of
four (4)  nominees.  The three (3)  members of the panel shall than be chosen by
blind draw from the four (4) nominees,  with the fourth nominee to be available,
to serve as an  arbitrator  in the  event an  arbitrator  earlier  chosen  is or
becomes  unable or  unwilling  to serve.  In the event a party shall fail to (i)
submit its list of six (6)  nominees,  (ii)  designate  two (2) persons from the
other party's list or (iii)  participate in the blind draw, the nonfailing party
shall have the right,  by blind  draw  conducted  before not less than three (3)
disinterested  witnesses,  to draw names from that party's list of six nominees,
the first three (3) of whom shall compose the panel for the  arbitration and the
fourth,  fifth and sixth of whom shall be  available,  in order,  to serve as an
arbitrator in the event an  arbitrator  earlier  chosen is or becomes  unable or
unwilling  to serve.  Neither  party  shall  knowingly  propose  any  arbitrator
candidate whose impartiality might reasonably be questioned for any reason.

         The arbitrators'  compensation  shall be agreed upon by the parties and
the arbitrators.  The terms of compensation for each of the arbitrators shall be
identical.  The fees and  expenses of the  arbitrators  shall be shared  equally
between  the  parties,  but each party shall bear its own costs  respecting  the
preparation and presentation of its case.

         All communications  between the parties and the arbitrators shall be in
the English language, and furthermore shall be in writing except during an inter
partes  hearing  and  in  unusual  circumstances  requiring  oral  communication
regarding  procedural  or  scheduling  matters.  Any oral  communication  to the
arbitrator(s)   shall  be  promptly   confirmed   in  writing.   Copies  of  all
communications  with the arbitrator(s)  shall be served by overnight delivery to
the other party. Neither party shall,  directly or indirectly,  engage in any ex
parte  contact  with  any  arbitrator  or  potential  arbitrator  prior  to  the
termination  of this  proceeding or the rendering of a written  decision in this
proceeding.

         Each  arbitrator  shall agree in writing to maintain in confidence  the
existence  of  this  proceeding  and  any  non-public  information  revealed  or
furnished to the arbitrator during the proceeding. Each arbitrator shall further
agree that,  upon  termination of this  proceeding or the rendering of a written
decision in this proceeding,  he or she shall return to each party the originals
of all materials  provided to the arbitrator by that party, and shall certify to
that party that no copies thereof have been retained.

         The  arbitrators  shall  select  a  Chairman  by  majority  vote.  Upon
consultation with the other arbitrators and the parties,  the Chairman shall, at
the earliest  practicable  date, set the dates for written  submissions  and the
hearing date and establish any prehearing conferences or procedural schedules as
the panel determines to be necessary and appropriate.  The Chairman shall be the
presiding officer of the proceeding(s), with all decisions and determinations of
the  parties and the panel to be by a majority  of the  arbitrators,  unless the
parties agree otherwise in writing. It is understood and agreed that any dispute
between the parties which  concerns any and all  procedural  matters or which is
ancillary to the  arbitrator's  determination of the enumerated issue in dispute
shall  be  finally  determined  by the  arbitrators  in a timely  fashion  after
providing both parties an opportunity to be heard.


Article E - III.  DISCOVERY

         The parties agree that adequate information on which to base a decision
will generally be available  from public  sources,  including  public records of
patent prosecution, supplemented by information shared between the parties under
this Agreement, and neither of them shall demand further discovery except upon a
showing to the  satisfaction of the panel of special  circumstances  which exist
justifying  the  requested  additional  discovery.  Incomplete  or  insufficient
provision  by a party of  information  to be shared  under  this  Agreement  may
constitute such special circumstances.

         Each party will  provide the  identity of any expert  witnesses,  along
with  the  report,  curriculum  vita,  publication  list  and the  substance  of
testimony for each expert not later than 20 days before the hearing in Article E
- VI. Each  identified  expert  witness will be made available for deposition by
the other party upon request.  Deposition  of other  witnesses may be requested,
and will be taken at the discretion of the panel.

         In the event a party hereto believes additional  discovery with respect
to an issue,  including deposition of other witnesses,  is necessary in order to
ensure full and fair consideration of such issue by the arbitrators, the parties
shall  discuss and  consider,  in good  faith,  mutually  acceptable  methods of
obtaining  such  discovery.  In the event the  parties  have not  agreed to such
discovery  by  not  later  than  fifteen  (15)  days  following  written  notice
requesting  same,  then the party or parties so requesting may submit the matter
to the panel for final  determination,  with the panel's  ruling to issue within
ten (10) days following submission.

         It is the mutual intention of the parties that discovery, if any, shall
be limited in nature and scope; shall be conducted expeditiously;  shall have as
its sole purpose the  obtaining  of  information  that is directly  relevant and
necessary to the presentation of the requesting party's case; shall be conducted
in a fair, cooperative and courteous manner; and shall be accomplished primarily
if not exclusively by the voluntary  exchange of documents and information.  The
other paragraphs of this article shall be interpreted in keeping with the spirit
and intent reflected in this paragraph.  Notwithstanding the foregoing,  neither
party shall be entitled to use, refer to or submit any document in briefing,  at
the hearing,  or otherwise,  unless that party shall have furnished the document
to the other party not later than ten (10) days prior to said use,  reference or
submission.

         Any dispute  regarding  discovery  shall be  submitted  promptly to the
arbitrators for their determination.  The parties shall promptly comply with any
decision by the  arbitrators.  If  necessary,  any  decision by the  arbitrators
concerning  any  procedural  matters may be  enforced by any court of  competent
jurisdiction  in the same  manner as a final  decision of an  enumerated  issue,
including an order of specific performance.


Article E - IV.  BRIEFING

         As of the date  specified  in the  procedural  schedule,  Martek  shall
deliver to GB's counsel and to the  arbitrators an opening brief,  not to exceed
fifty (50) pages,  concerning  the  enumerated  issue(s).  On that same date, GB
shall deliver to Martek`s  counsel and to the arbitrators an opening brief,  not
to exceed fifty (50) pages, concerning the enumerated issue(s). Each brief shall
be accompanied by an appendix  containing any  evidentiary  materials which have
previously been furnished to the other party pursuant to Article E-III and which
the party wishes to submit to the panel. The pages in Martek's appendix shall be
consecutively  numbered  1, 2, 3,  etc.  The  pages  in GB's  appendix  shall be
consecutively numbered A-l, A-2, A-3, etc.

         As of the date specified in the procedural  schedule,  each party shall
deliver to the other party's  counsel and to the  arbitrators an opposing brief,
not to exceed  fifty (50) pages  responding  to the  opening  brief of the other
party.  Each brief shall be  accompanied by an appendix  containing  evidentiary
materials  which have  previously  been furnished to the other party pursuant to
Article E - III and which have not  previously  been included in the appendix to
the opening briefs,  with each page  consecutively  numbered as indicated above,
starting  with the next  number  following  the last  number used in the party's
opening appendix.

         As of the date specified in the procedural  schedule,  each party shall
deliver to the other party's counsel and to the  arbitrators a reply brief,  not
to exceed twenty-five (25) pages,  replying to the opposition brief of the other
party.  Each brief shall be  accompanied by an appendix  containing  evidentiary
materials  which have  previously  been furnished to the other party pursuant to
Article E - III and which have not  previously  been  included in the opening or
opposing  briefs,  with each page  consecutively  numbered as  indicated  above,
starting  with the next number  following  the last number used in that  party's
response appendix.

         Each  party  shall  have  discretion  not to  file  one or  more of the
foregoing briefs, and a party which fails to file by the date specified shall be
conclusively  deemed to have  fully and  finally  waived  the right to file said
brief(s).


Article E - V.  EVIDENTIARY STANDARD

         At the hearing,  the parties may offer such evidence as is relevant and
material to the dispute and shall produce such additional  evidence as the panel
may deem necessary to the  determination of the dispute.  The failure or refusal
to adduce  additional  evidence  which is within  the  control of a party may be
taken into account by the panel, in its sole discretion,  in rendering its final
decision. It is specifically agreed by the parties that they and the arbitrators
may use and rely upon evidence  that would  typically be relied upon by a lawyer
rendering an infringement opinion for a client.


Article E - VI.  ARBITRATION HEARING

         The  hearing  shall be held at a time and at a place to be  selected by
the parties or, failing agreement,  by the panel. All proceedings at the hearing
shall be in the English language.

         By not later than  twenty (20) days prior to the  hearing,  the parties
shall exchange lists of the names and addresses of all witnesses,  together with
the  substance  of the  testimony  of each,  including  any expert  witnesses as
provided for in Article E - III above.

         At the  hearing,  each  party  shall  be  allotted  a total  of two and
one-half (2 1/2) hours  within  which to present all  argument and to answer any
questions  posed by the  arbitrators.  Time  may be  allocated  to the  required
sequence  in any manner as each party  elects.  Time  limits  shall be  strictly
enforced.

         No party shall rely upon any  evidentiary  material not submitted  with
the briefs,  although  demonstrative  exhibits that were not submitted  with the
briefs may be used if copies  thereof  are  provided to the other party five (5)
business days before the start of the hearing.

         The hearing proceedings shall not be recorded either  electronically or
stenographically. Attendance at the hearing shall be limited to persons entitled
to have access to Confidential Information under Article E - VIII below.

         Neither party shall be required to authenticate documents or to present
or otherwise  rely upon sworn  affidavits  or  statements  of any kind,  or upon
declarations  made under  penalty of perjury or  otherwise.  Unless the  parties
otherwise agree,  each party shall have the right to present one expert witness,
in person,  and the  opposing  party  shall have the right to cross  examine any
witness  called.  The time for cross  examination  shall be charged to the cross
examining party.

         At hearing,  counsel may present witnesses and exhibits,  read excerpts
from exhibits and reports, and otherwise present the case by means of an opening
statement,  evidentiary presentation and final argument. Counsel shall make only
such  submission  and/or summary of evidence as is consistent  with a good faith
belief based upon reasonable investigation that such evidence is factually true.
No statement of counsel may be challenged  before the panel on the basis that no
documentary  or other  evidence is  presented  in support,  but the weight to be
given any  statement of counsel may be  questioned  if and to the extent no such
confirming evidence is presented.


Article E - VII.  DECISION

         The  arbitrators  shall render a brief written  decision in the English
language  respecting their  determination of the enumerated issue(s) and deliver
duplicate  copies of said  decision  to the  parties by  certified  mail  within
fifteen (15) days of the  conclusion  of the hearing and shall base its decision
solely upon the  evidence  before it and  consistent  with this  Agreement.  The
decision shall be by a majority of the panel,  with each  arbitrator who concurs
in the decision so indicating by signing the duplicate originals.


Article E - VIII.  CONFIDENTIALITY

         If a page  or  part  of a  brief,  document,  or  evidentiary  material
contains  information  (i) that is not in the public  domain,  and (ii) that has
been held in  confidence by the  producing  party,  those pages or parts of such
brief,  document,  or evidentiary material which contain such information may be
designated as containing confidential  information by the party contending it is
entitled  to  protection  hereunder  (hereinafter  "Confidential  Information").
Briefs,  documents,  or  evidentiary  materials  may be designated as containing
Confidential   Information   by   stamping,   tagging,   or  writing  the  words
"CONFIDENTIAL  UNDER  ARBITRATION  PROCEDURE"  on each  page or part  containing
Confidential  Information,  prior to the  production  or service  thereof by the
producing party upon the other party.  Such designation,  or lack thereof,  will
not change the status of any  Information  disclosed  in  accordance  with other
provisions of this Agreement.

         The  arbitrators  and the parties shall each maintain in confidence the
existence of those proceedings and the opinion(s) of the panel.

         Any and all Confidential  Information  which has been obtained from the
other  party  during  the  course  of  this   proceeding   shall  be  maintained
confidential and subject to the following restrictions:

         a.       It shall be used only for purposes of this  proceeding  and 
         not for any business or other purpose whatsoever;

         b.       It shall not be given,  shown,  made  available  to, or
         communicated  in any way to anyone other than:

                  (i)      the outside  attorneys  for either  party and those
                  employed in the course of assisting such attorneys, including 
                  paralegals and office personnel;

                  (ii)     attorneys  who are  employees  of one of the 
                  parties,  and the  paralegals  and  office personnel employed
                  in the ordinary course of assisting such attorneys;

                  (iii) two technical  consultants  (who may be employees of the
                  receiving  party),  each of whom  shall be  identified  to the
                  producing party at least  forty-eight  hours in advance of the
                  first disclosure to him of any Confidential Information of the
                  producing party;

                  (iv)     the  arbitrators  and  persons   employed  by  any
                  arbitrator  and  assisting  in  this  proceeding; and

                  (v)  a  reasonable   number,  not  to  exceed  three  (3),  of
                  management  level  personnel  of each  party  having a need to
                  know.

         The provisions of this Article E - VIII shall not,  however,  be deemed
to apply to  information  which was lawfully in the  possession of the receiving
party  (or  its  counsel)  prior  to  the  disclosure  by the  producing  party;
information  which a party (or its counsel)  lawfully obtains from a third party
having the right to disclose such  information;  information which was developed
independently by a party as reflected in written documents;  or information that
was in the public domain before the  effective  date of this  Agreement or which
subsequently becomes part of the public domain through no fault of the receiving
party.


Article E - IX.  ABSENT PARTY

         The arbitration  may proceed in the absence of a party that,  after due
notice, fails to be present. A written decision on an enumerated issue shall not
be made solely on the basis of a default of a party, but the panel shall require
that the party  present  submit such  available  evidence  as may be  reasonably
required for the making of a final decision.


Article E - X.  SERVICE

         Any papers,  notices or process  necessary or proper for the initiation
or completion  of  arbitration  hereunder,  or for the entry of  enforcement  of
judgment on a written  decision,  may be served upon a party in accordance  with
Section 17.5 of this Agreement.


Article E - XI.  CHOICE OF LAW

         This  Procedure  shall be  governed  by the  Choice  of Law set  forth
in  Section  17.6 of the  attached Agreement.

ACCEPTED AND AGREED TO:

MARTEK BIOSCIENCES                          GIST-BROCADES B.V. (GB)
CORPORATION  (Martek)




By:                                                           By:

Title:                                                        Title:





<PAGE>


                                    EXHIBIT F

                            PROCEDURE FOR RESOLUTION
                              OF ARA QUALITY ISSUES

         IT IS AGREED by and among Gist-Brocades B.V.  (hereinafter  referred to
as  "GB")  and  Martek  Biosciences  Corporation  (hereinafter  referred  to  as
"Martek") that the following  procedure  will be used to resolve  certain issues
arising under the Sections 5.2 and 6.1 of the AGREEMENT to which this  PROCEDURE
is attached.


Article F - I.  PURPOSE

         The purpose of this  PROCEDURE is to provide a mechanism  by which,  at
the election of either party, any dispute  regarding whether or not any quantity
of ARA delivered by GB to Martek meets the applicable  specifications which have
been agreed upon by the Committee and specified by Martek to GB.

It is  understood  and agreed  that  resolution  of  disputes  about ARA quality
pursuant to this PROCEDURE  relates to and is intended to resolve certain issues
arising out of the  AGREEMENT to which this  PROCEDURE is attached,  without the
burden and expense of litigation.  As further provided  herein,  the decision of
the  third-party  analyst (or of a majority of the  third-party  analysts if the
Committee  agrees  upon  multiple  analysts)  shall be final and binding on both
parties so long as this Agreement is in effect.


Article F - II.  SPECIFICATIONS FOR ARA

         The parties acknowledge that the AGREEMENT provides for the possibility
of more than one set of specifications  for ARA:  "Customer  Specifications"  as
defined by Section 2.3 of the AGREEMENT and "Martek  Specifications"  as defined
by Section 2.6 of the  AGREEMENT.  The Martek  Specifications  and any  Customer
Specifications  require approval by the Committee.  Section 7.7 of the Agreement
permits Martek to specify which of the foregoing  specifications  any particular
order for ARA must satisfy.


Article F - III.  ROLE OF THE COMMITTEE

         Section 4.4 of the  Agreement  authorizes  the  Committee  to determine
methods of analysis of ARA, including  identification of one or more independent
third  parties that are to be engaged to analyze  quantities  of ARA produced by
GB.  Pursuant  to this  PROCEDURE,  the  Committee  shall  select and agree upon
alternative third-party analysts,  other than those selected by the Committee to
analyze all quantities of ARA produced by GB, who shall be and remain  available
to analyze any  quantity  of ARA with  respect to which a dispute  arises  about
whether the applicable specifications have been met.


Article F - IV.  COMMITTEE SELECTIONS

         As soon as  practicable  after the  AGREEMENT  has been  executed,  the
Committee  shall  agree upon (1) the Martek  Specifications  (and,  at  Martek's
request, any Customer Specifications),  (2) the method of analysis to be used to
determine whether ARA meets applicable specifications and (3) a minimum of three
(3) third-party  analysts  different from the analysts  already  selected by the
Committee  to analyze all ARA  produced GB. The  foregoing  selections  shall be
memorialized,  at the  Committee's  discretion,  either  by  attachment  to this
Exhibit F or retention in the Committee's files.


Article F - V.  DISPUTE RESOLUTION PROCEDURE

   
         In the event that Martek  notifies GB pursuant to Section 5.2 or 6.3 of
failure by any quantity of ARA to conform to the applicable  specifications,  GB
shall have three (3) business days following receipt of such notice within which
to notify  Martek  that GB  disputes  Martek's  conclusion.  Either  party shall
thereupon be entitled to notify each of the two Committee Leaders,  by facsimile
transmission  and by email of the  existence  of a dispute as to the  quality of
ARA. Not later than the close of business on the day  immediately  following the
date on  which  such  notice  was  transmitted  to the  Committee  Leaders,  the
Committee  shall  agree upon the number of  alternative  analysts  to be used to
resolve  the  dispute,  shall  request  expedited  services  from  the  selected
analyst(s) and, upon  confirmation  by the selected  analyst(s) of acceptance of
the offered engagement and the time within which the analysis will be completed,
the  Committee  shall  immediately  direct  Martek  and GB  each to ship to such
analyst(s)  quantities  of ARA from  the  shipment  of  disputed  quality.  Each
selected  analyst  shall  analyze the samples of ARA furnished by Martek and GB,
and shall advise the  Committee in writing in the English  language,  within the
time committed to in connection with  acceptance of the  engagement,  whether or
not the ARA samples  provided by Martek meet the applicable  specifications.  If
the selected  analyst(s)  determine that the sample of ARA furnished by GB meets
the applicable specifications while the sample furnished by Martek does not, the
selected  analyst(s)  shall have the  authority  to  investigate  the matter and
allocate  responsibility for the deviation from specifications  either to Martek
or to GB. The decision(s) of the selected  analyst(s) shall be final and binding
on the parties.  The fees charged by the selected  analyst(s)  and the costs for
shipping samples of ARA to such analyst(s) shall be shared equally by Martek and
GB.
    




<PAGE>



Article F - VI.  PROCEDURE DEFAULT

         In the event that,  for any reason,  (a) the  Committee  has not agreed
upon a method of analysis to be used to determine  whether ARA meets  applicable
specifications or a minimum of three (3) third-party analysts different from the
analysts  engaged to analyze all ARA produced GB, or (b) a sufficient  number of
analysts,  as determined by the Committee,  do not accept the offered engagement
to analyze the ARA of disputed quality, the Committee shall have the opportunity
to complete such selections pr make alternative selections in sufficient time to
engage analyst(s) within the time otherwise  required.  If, for any reason,  the
Committee fails to act within the times periods specified in Article F - V above
or a written  opinion is not received within the time specified by the Committee
from each selected  analyst who has accepted the engagement,  either party shall
be entitled to seek  resolution of the dispute in accordance with the provisions
of Section 15 of the AGREEMENT. Such arbitration proceeding shall be governed by
the Choice of Law set forth in Section 17.6 of the attached AGREEMENT.

ACCEPTED AND AGREED TO:

MARTEK BIOSCIENCES                          GIST-BROCADES B.V. (GB)
CORPORATION  (Martek)




By:                                                           By:

Title:                                                        Title: