STOCK PURCHASE AGREEMENT

Martek Biosciences Corporation
6480 Dobbin Road
Columbia, MD 21045

Ladies & Gentlemen:

     The undersigned,                              (the Investor), hereby confirms its agreement with you as follows:

1.     This Stock Purchase Agreement (the Agreement) is made effective as of                   , 2001 between Martek Biosciences Corporation., a Delaware corporation (the Company), and the Investor.

2.     The Company is offering up to 1,300,000 shares (the Shares) of common stock of the Company, $0.10 par value per share (together with related share purchase rights pursuant to the Rights Agreement (the Rights Agreement) between Martek and Registrar and Transfer Company, dated January 24, 1996, as amended November 5, 1998 (the Common Stock), subject to adjustment by the Companys Board of Directors, to certain investors in a private placement (the Offering).

3.     The Company and the Investor agree that the Investor will purchase from the Company and the Company will issue and sell to the Investor                   Shares, for a purchase price of $19.25 per share, or an aggregate purchase price of $                 , pursuant to the Terms and Conditions for Purchase of Shares attached hereto as Annex I and incorporated herein by reference as if fully set forth herein. Unless otherwise requested by the Investor, certificates representing the Shares purchased by the Investor will be registered in the Investors name and address as set forth below.

4.     The Investor represents that, except as set forth below, (a) it has had no position, office or other material relationship within the past three years with the Company or its affiliates, (b) neither it, nor any group of which it is a member or to which it is related, beneficially owns (including the right to acquire or vote) any securities of the Company and (c) it has no direct or indirect affiliation or association with any NASD member. Exceptions:

     Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.

	INVESTOR
	By:
	Print Name:
	Title:
	Address:
	email:
	Tax ID No.:

86

Contact name:                                                                  Telephone:                                                                        Name in which shares should be registered (if different):

AGREED AND ACCEPTED:
MARTEK BIOSCIENCES CORPORATION

/s/ Peter L. Buzy

By:     Peter L. Buzy
          Chief Financial Officer

[SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT]

87

ANNEX I

TERMS AND CONDITIONS FOR PURCHASE OF SHARES

                1.                Authorization and Sale of the Shares. Subject to the terms and conditions of this Agreement, the Company is offering                 shares of Common Stock (together with related share purchase rights pursuant to the Rights Agreement (the Rights Agreement) between Martek and Registrar and Transfer Company, dated January 24, 1996, as amended November 5, 1998 (the Shares). The Company reserves the right to increase or decrease the number of Shares it is offering.

                2.                Agreement to Sell and Purchase the Shares; Subscription Date.

                      2.1         At the Closing (as defined in Section 3), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions hereinafter set forth, the number of Shares set forth on the signature page hereto at the purchase price set forth on such signature page.

                      2.2        The Company is entering into this same form of Stock Purchase Agreement with certain other investors (the Other Investors) effective as of the date hereof (the Subscription Date) and expects to complete sales of Shares to them. (The Investor and the Other Investors are hereinafter sometimes collectively referred to as the Investors, and this Agreement and the Stock Purchase Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the Agreements.)
 

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