SEPARATION AGREEMENT

          This Separation Agreement (this "Agreement") is made and entered into as of the 31st day of October, 2007 by and between Igene Biotechnology, Inc. ("Igene") and Tate & Lyle Fermentation Products Ltd. ("Tate & Lyle").

RECITALS

          A. Tate & Lyle and Igene entered into a Joint Venture Agreement on March 19, 2003, as amended, to create Astaxanthin Partners Ltd. (the "Joint Venture Agreement") and certain ancillary agreements (the "JV Ancillary Agreements") to carry out the purpose of Astaxanthin Partners Ltd. (the "Company").

          B. Tate & Lyle and Igene are the sole shareholders of the Company, with Igene owning 6,000 Class B Shares of the Company (the "Igene Shares") and Tate & Lyle owning 6,000 Class A Shares of the Company (the "Tate & Lyle Shares" and together with the Igene Shares, the "Shares").

          C. Tate & Lyle and Igene wish to terminate their relationship as joint owners of the Company as set forth herein.

AGREEMENT

          NOW, THEREFORE, in consideration of the foregoing Recitals, and of the mutual representations, warranties, covenants, and agreements hereinafter set forth, the parties hereby agree as follows:

1. Overview of the Transaction .

At Closing, Igene will sell and transfer to Tate & Lyle, and Tate & Lyle will purchase and acquire from Igene, all of the Igene Shares.

Immediately upon Tate & Lyle's acquisition of the Igene Shares: (i) Tate & Lyle will ensure that the Company sells to Igene, and Igene will purchase from the Company, the Company's intellectual property and the Company's inventory as of the Closing; (ii) Tate & Lyle will assign to Igene, and Igene will assume, the Company's contracts with vendors and customers (provided customers and vendors consent where consent is required), except with respect to any third-party customer/vendor contract in which Astaxanthin Manufacturing Ltd. or Tate & Lyle (or any of its affiliates) is a vendor or customer, and as is further defined in the Assignment of Contracts Agreement; (iii) the Support Services Agreement between Igene and the Company, dated May 22, 2003, shall terminate; and (iv) the Joint Venture Agreement and that certain side Agreement between Igene and Tate & Lyle PLC, signed in October and November 2005, shall terminate.

For purposes of determining the Company's inventory at Closing, Tate & Lyle will take a physical count of the inventory on October 31, 2007 and Igene will be present to verify this count of the Company's inventory. The parties agree that this physical inventory count shall be determinative of inventory for purposes of this Agreement and the transactions and agreements contemplated herein.

Except as otherwise provided herein, the closing for this Agreement and the transactions and agreements contemplated herein shall take place on October 31, 2007 (the "Closing Date" or the "Closing").

For five years following Closing, Tate & Lyle shall not, and shall ensure that its affiliates shall not, directly or indirectly, as stockholders, consultants, members, partners or in any other capacity engage in any enterprise or business anywhere in the world, to (a) manufacture astaxanthin or (b) develop, market or sell products falling within the Field of Agreement (as defined in the Joint Venture Agreement). Tate & Lyle agrees to promptly destroy or return to Igene (i) all strains of phaffia and their derivatives used for making astaxanthin and (ii) all written materials in its possession regarding the process to produce astaxanthin. Furthermore, Tate & Lyle agrees not to violate any patented procedures belonging to Igene nor to disclose to third parties trade secrets regarding the making of astaxanthin. Notwithstanding the foregoing, if a court of competent jurisdiction determines that the obligations set forth in this paragraph are unreasonable in scope, time or geography, such court is hereby authorized by the parties to enforce such provisions with narrower scope, shorter time or lesser geography as such court determines to be the maximum that is reasonable and proper in the circumstances.

At Closing, Tate & Lyle shall provide Igene with copies of operating, manufacturing and sales records of the Company.

Following Closing, Igene shall use its best commercial efforts to collect the Company accounts receivable in existence as of the Closing Date. Igene shall forward such amounts to the Company when collected. If Igene is unable to collect the Company's accounts receivable, then Tate & Lyle and/or the Company shall have the right to pursue any and all uncollectible Company accounts receivable on its own and take any actions it deems necessary to collect the Company's account receivables from debtors of the Company without obligation to Igene. If Tate & Lyle is unable to collect such accounts receivable, Igene shall pay one-half of all such uncollectible accounts receivable to Tate & Lyle, which amount shall be paid as Deferred Inventory Payment.

The parties will enter into and execute, without further consideration, agreements and instruments as may be necessary or reasonably requested by the other party in order to effectuate the intent and purpose of this Agreement (the "Ancillary Separation Agreements"). The Ancillary Separation Agreements shall include: a Share Purchase Agreement (the "Share Purchase Agreement") a form of which is attached hereto as Schedule A; an Asset Purchase Agreement for the inventory, intellectual property and Downstream Assets (the "Asset Purchase Agreement") a form of which is attached hereto as Schedule B; an Assignment of Contracts Agreement (the "Assignment of Contracts Agreement") a form of which is attached hereto as Schedule C; and a Deed of Charge.

2. Consideration .

In consideration for the Igene Shares, Tate & Lyle shall credit to Igene an amount equal to fifty percent (50%) of the Company's Net Working Capital as of the Closing Date (the "Share Value"). The Company's Net Working Capital shall be defined as inventory valued at Current Market Price plus accounts receivable plus cash on hand, less accounts payable of $890,000.00 (eight hundred and ninety thousand U.S. dollars) and accruals (excluding payables to Tate & Lyle and Igene and their respective affiliates) (the "Net Working Capital"); and the value of each component of the Company's Net Working Capital shall be determined in accordance with the Company's historical accounting practices, consistently applied. Except as otherwise provided herein, all of the assets and liabilities of the Company shall remain in the Company.

At Closing, Igene shall purchase from the Company the Company's inventory at the Current Market Price. The Current Market Price for the inventory shall be defined as $___*/kg of astaxanthin. The purchase price for the Company's inventory shall consist of the following: