Exhibit 10.11- Acquisition Agreement - DHA Nutrition

An AGREEMENT  dated this 31st day of July,  1998,  by and  between:  BIOPROGRESS
TECHNOLOGY  INTERNATIONAL,  INC.,  (BTII),  a  publicly-held  and traded  Nevada
corporation,  having offices situate at 9055 Huntcliff Trace, Atlanta, GA 30350;
and, GRAHAM HIND, an individual  residing at Silver Lodge, 22 Twentypence  Road,
Wilburton,  Ely,  Cambridgeshire  CB6  3RN;  and,  BIG SIX  LIMITED,  a  company
registered in the United  Kingdom,  having offices  situate at Number One, Tudor
Rose Industrial Estate, Dock Road, Chatteris, Cambridgeshire PE16 6TY; and, MARK
LANGLEY,   an  individual   residing  at  Berristead  Close,   Wilburton,   Ely,
Cambridgeshire CB6 3RN, and, COLM MURPHY, an individual  residing at Killanully,
Ballygarvan,   County  Cork,  Republic  of  Ireland,  (hereinafter  collectively
referred to as the Vendors).

WHEREAS:

The Vendors  collectively  own the entire  issued share capital of DHA Nutrition
Limited (DNL), a company registered in the United Kingdom,  and individually own
the number of shares  (DNL  Shares)  set forth next to their names in Schedule 1
attached hereto.

BTII  wishes to buy and the Vendors  wish to sell all DNL Shares  owned by them,
individually and  collectively,  upon the terms and conditions set forth in this
agreement (the Agreement).

It is AGREED as follows:

1  Consideration:

1.1 In consideration of the Vendors transferring to BTII absolute and beneficial
ownership of the DNL Shares,  and upon  receipt  thereof,  BTII shall  forthwith
issue to the Vendors a total of FOUR HUNDRED THOUSAND  (400,000) ordinary shares
of  common  stock in  BioProgress  Technology  International,  Inc.,  (the  BTII
Shares); and,

1.1.1 if DNL's  cumulative gross revenues in respect of Feed Supply sales exceed
L1,500,000 (STERLING) in the period to September 30, 1999, and exceed L5,000,000
(STERLING) in the period October 1, 1999 to September 30, 2000,  then BTII shall
forthwith issue to the Vendors  additional  BTII Shares of TWO HUNDRED  THOUSAND
(200,000) and FOUR HUNDRED THOUSAND (400,000) for the respective periods; and,

1.1.2 if DNL's  cumulative gross revenues in respect of Food Supply sales exceed
L150,000  (STERLING)  in the period to September 30, 1999,  and exceed  L500,000
(STERLING) in the period October 1, 1999 to September 30, 2000,  then BTII shall
forthwith issue to the Vendors  additional  BTII Shares of ONE HUNDRED  THOUSAND
(100,000) and TWO HUNDRED THOUSAND (200,000) for the respective periods.

1.2 Unless previously  registered with the Securities and Exchange Commission of
the United States of America (such  registration to be at the sole discretion of
BTII), the BTII Shares shall be restricted from sale, assignment or disposal for
a period of EIGHTEEN (18) months from the date of this  Agreement and each share
certificate shall bear a legend stating the same.

1.3 The  transfer  and issue of the DNL Shares and the BTII Shares  respectively
contemplated  herein  shall  be  the  only  consideration  in  respect  of  this
Agreement.

2 Representations, Warranties and Covenants of BTII:

2.1 All necessary  steps have been taken to make this  Agreement a legal,  valid
and binding  obligation of BTII  enforceable  in  accordance  with its terms and
conditions.

2.2 The execution and delivery of this Agreement and the  performance by BTII of
its obligations hereunder will not result in any material breach or violation of
or material default under any material  agreement,  indenture,  lease,  license,
mortgage, instrument, or understanding,  nor result in any violation of any law,
rule, regulation,  statute, order or decree of any kind, to which BTII or any of
its  subsidiaries is a party or by which they or any their property is or may be
or become subject,  nor in the violation of the articles or bylaws governing the
conduct of BTII.

2.3 BTII has  delivered to the Vendors its annual report on Form 10-KSB (and the
amendment  thereto on Form  10-KSB/A) for the year ended  December 31, 1997, and
its  quarterly  reports on Form 10-QSB for the fiscal  quarters  ended March 31,
1998,  and June 30,  1998,  all of which were true and correct as of the date of
filing  and remain  true and  correct in all  material  respects  as of the date
hereof.  Also,  BTII  has  provided  the  Vendors  full  access  to any  and all
information  they desired  concerning  the business and  operations of BTII, and
BTII has made  available to the Vendors such  personnel as has been requested to
answer any and all  questions  which the Vendors may have had  concerning  their
investment  in BTII.  Further,  BTII is current in all of its  required  reports
under the Securities Exchange Act of 1934, as amended.

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2.4 The BTII  Shares  have  each been  validly  issued  and are  fully  paid and
non-assessable.

3 Representations, Warranties and Covenants of the Vendors:

3.1 All necessary  steps have been taken to make this  Agreement a legal,  valid
and binding  obligation of the Vendors  enforceable in accordance with its terms
and conditions.

3.2 The execution  and delivery of this  Agreement  and the  performance  by the
Vendors of their obligations hereunder will not result in any material breach or
violation of or material default under any material agreement, indenture, lease,
license, mortgage, instrument, or understanding,  nor result in any violation of
any law, rule,  regulation,  statute,  order or decree of any kind, to which the
Vendors  are a party  or by which  they or any  their  property  is or may be or
become  subject,  nor in the  violation of the articles or bylaws  governing the
conduct of DNL.

3.3 The DNL  Shares  have  each  been  validly  issued  and are  fully  paid and
non-assessable.

3.4  The DNL  Shares  are  not,  and  shall  not  become  subject  to any  lien,
encumbrance,  security interest or financing statement whatsoever.  Further, the
DNL Shares are not the subject of any other agreement in regards thereof.

3.5 The DNL Shares  represent  ONE  HUNDRED  PERCENT  (100%) of the  outstanding
proprietary interest of DNL, and there are no outstanding commitments (direct or
indirect)  which  would cause the  issuance  or transfer  out of treasury of any
additional proprietary interest of DNL, whether common shares,  preferred shares
or debt.

3.6 The sole asset of DNL is the Agreement with Martek Biosciences  Corporation,
a company incorporated in the United States of America,  which shall include any
and all relationships,  agreements, understandings and undertakings arising from
or relative  thereto,  and DNL has no other assets or  liabilities  of any kind,
save for audit fees accrued at the date hereof.

3.7 The Vendors have  provided  BTII full access to any and all  information  it
desired concerning the business and operations of DNL, and the Vendors have made
available  to BTII such  personnel  as has been  requested to answer any and all
questions which BTII may have had concerning its investment in DNL.

4 Understandings of BTII:

4.1 The Vendors make no warranties (expressed or implied) regarding the value or
potential  value of the DNL Shares,  or of the value or  potential  value of the
Agreement  with Martek  Biosciences  Corporation.

4.2 In order to  maximise  the  benefit,  if any, of the  Agreement  with Martek
Biosciences  Corporation,  additional and substantial funds may be required, all
of which is the responsibility of BTII.

5 Understandings of the Vendors:

5.1  The  certificate(s)  representing  the  BTII  Shares  will  bear  a  legend
restricting its or their transfer under Rule 144 of the Securities Act of 19933,
as amended, and will be issued solely in the names of the Vendors.

5.2 The BTII Shares have not been registered  under the Securities Act of 19933,
as amended,  or any applicable state law  (collectively,  the "Securities Act");
further,  the  BTII  Shares  may not be sold,  offered  for  sale,  transferred,
pledged,  hypothecated  or otherwise  disposed of except in compliance  with the
Securities Act; further,  BTII has no obligation,  and does not intend, to cause
the BTII Shares to be registered under the Securities Act, or to comply with any
exemption  under the  Securities Act that would permit a sale or sales or all or
any portion of the BTII Shares; further, the legal consequences of the foregoing
mean that the Vendors must bear the economic risk of the  investment in the BTII
Shares for an indefinite period of time; and, further,  if the Vendors desire to
sell or  transfer  all or any  part of the BTII  Shares  within  the  restricted
period, BTII may require the Vendors'  counsel to provide legal opinion that the
transfer may be made without registration under the Securities Act.

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5.3 No federal or state agency has made any findings or  determination as to the
fairness of an investment in BTII, or any  recommendation or endorsement of this
investment.

5.4 There is presently  only a limited  market for the BTII Shares and no market
may exist in the future for any sale or sales of all or any part thereof.

5.5 Their  commitment  to  investments  that are not readily  marketable  is not
disproportionate  to their net worth,  and their  investment  in the BTII Shares
will not cause such overall  commitment to become  excessive.

5.6  They  have  the  financial  ability  to bear  the  economic  risks of their
investment,  have adequate means of providing for their current needs,  and have
no need for liquidity in this investment.

5.7 They have  evaluated the high risks of investing in the BTII Shares and have
such knowledge and  experience in financial and business  matters in general and
in particular  with respect to this type of investment  that they are capable of
evaluating the merits and risks of an investment in the BTII Shares.

5.8 They have been given the  opportunity  to ask questions and receive  answers
from BTII concerning the terms and conditions of this investment,  and to obtain
additional  information necessary to verify the accuracy of the information they
desired in order to evaluate their investment, and in evaluating the suitability
of an investment in the BTII Shares have not relied upon any  representations or
other  information  (whether oral or written) other than that furnished to it by
BTII or the representatives of BTII.

5.9 They have had the opportunity to discuss with their professional, legal, tax
and financial  advisers the  suitability of an investment in the BTII Shares for
their particular tax and financial  situation and all information that they have
provided  to BTII  concerning  DNL and its  financial  position  is correct  and
complete at the date  hereof.

5.10 In making the decision to purchase the BTII Shares they have relied  solely
upon independent investigations made by them or on their behalf.

5.11 They are  acquiring  the BTII  Shares  solely  for their own  account,  for
investment  purposes only,  and are not  purchasing  with a view to, or for, the
resale, distribution, subdivision or fractionalisation thereof.

6 Miscellaneous:

6.1 This Agreement sets forth and constitutes the entire  agreement  between the
parties hereto with respect to the subject matter hereof, and supersedes any and
all  prior  agreements,  understandings,  promises,  warranties,  covenants  and
representations  made by any party to any other  party  concerning  the  subject
matter  hereof  and the  terms  applicable  hereto.  This  Agreement  may not be
released,  discharged, amended or modified in any manner except by an instrument
in writing signed by duly authorised representatives of the parties hereto.

6.2  The  invalidity  or  unenforceability  of one or  more  provisions  of this
Agreement  shall not affect the validity or  enforceability  of any of the other
provisions  hereof,  and this Agreement shall be construed in all respects as if
such invalid or unenforceable provisions are omitted.

6.3 This  Agreement  shall be  deemed  to have  been  entered  into and shall be
construed and enforced in accordance with the laws of the State of Nevada.

6.4 The  failure of any party  hereto to insist,  in any one or more  instances,
upon the  performance  of any of the  terms,  covenants  or  conditions  of this
Agreement or to otherwise  exercise any right hereunder,  shall not be construed
as a waiver  or  relinquishment  of the  future  performance  of any such  term,
covenant or condition or the future exercise of such right,  but the obligations
of the party with  respect to such  future  performance  shall  continue in full
force and effect.

6.5 The headings in this Agreement are included for convenience only and are not
to be used in construing or interpreting this Agreement.

<PAGE>


6.6 All notices,  demands,  or requests hereunder shall be in writing and served
either  personally,  by certified  mail,  return receipt  requested,  by Federal
Express or other reputable overnight courier, or by facsimile, as follows; If to
BTII: BioProgress Technology International, Inc., 9055 Huntcliff Trace, Atlanta,
GA 30350; Fax: (770) 594 8613; If to the Vendors:  Graham Hind, Silver Lodge, 22
Twentypence Road, Wilburton, Ely, Cambridgeshire CB6 3RN (+44) 1353 741308

6.7 This Agreement,  and each and every provision thereof, shall be binding upon
and  shall   inure  to  the   benefit   of  the   parties,   their   successors,
successors-in-title, heirs and assigns, and each and every successor-in-interest
to any party,  whether such  successor  acquires  such  interest by way of gift,
purchase,  foreclosure,  or by any  other  legal  method,  who  shall  hold such
interest subject to all the terms and conditions of this Agreement.

6.8 This Agreement may be executed in any number of counterparts;  each of which
shall be an original,  but such counterparts  shall together  constitute one and
the same instrument.

6.9 In the event of any dispute with respect to this  Agreement,  the prevailing
party shall be entitled to its  reasonable  attorneys'  fees and other costs and
expenses incurred in resolving such dispute.

6.10 Each party shall pay the expenses  incurred by them under or in  connection
with this  Agreement,  including  counsel fees and expenses of their  respective
representatives.

6.11 The  representations,  warranties  and  covenants  of BTII and the  Vendors
contained in this  Agreement  shall survive the execution  hereof,  and shall be
unaffected by any investigation made by any party at any time.

6.12 At any time and from time to time  after the date of this  Agreement,  each
party shall  execute such  additional  instruments  and take such other  further
action as may be reasonably  requested by any other party or otherwise to fulfil
the intent and purpose of this Agreement.

IN WITNESS  WHEREOF,  the parties have caused this  Agreement to be executed and
delivered the date first above written.

By: Barry J. Muncaster

President and Chief Executive Officer
For and on behalf of BioProgress Technology International, Incorporated.

By: Graham Hind

By: Mark Langley

Managing Director
For and on behalf of Big Six Limited

By: Mark Langley

By: Colm Murphy

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                                   SCHEDULE 1

Name                                              Number of DNL Shares
----                                              --------------------

Graham Hind                                                 80
Big Six Limited                                              5
Mark Langley                                                 5
Colm Murphy                                                 10
Total Shares Issued and Outstanding:                       100