agreement have been redacted and have been separately filed with the

                                   Commission]





                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                  WILLMAR/METAMORPHIX TURKEY JOINT VENTURE, LLC



     WILLMAR POULTRY COMPANY, INC., a corporation duly incorporated pursuant to

the laws of Minnesota with principal place of business at Box 753, Willmar,

Minnesota 56201-0753 USA (Hereinafter referred to as "WILLMAR")





                                       and





         METAMORPHIX, INC., a corporation duly incorporated pursuant to the laws

of  Delaware,  having a  principal  place of business  at 8510A  Corridor  Road,

Savage, Maryland 20763, USA (Hereinafter referred to as "MMI"), has entered into

this Limited Liability Company Agreement as of this 4th day of September, 2002.





                                    RECITALS





         WHEREAS  Willmar is a major  producer  of, and  supplier  of the turkey

industry  in  North  America  and  maintains  facilities  necessary  to test and

evaluate products related to such industry under commercial conditions;



         AND WHEREAS  MMI is  developing  products  based upon  diminishing  the

biological  activity of Myostatin(TM)  (GDF-8) to improve  livestock  production

efficiency, enhance meat quality, or both;



         AND 'WHEREAS Willmar,  by its December 1, 1998 Research  Agreement with

University  of  Minnesota,  has an  option to  license  from the  University  of

Minnesota certain  technology  relating to the immunizing of turkeys to diminish

the biological activity of Myostatin(TM) (GDF-8);



         AND WHEREAS  Willmar has filed a U.S.  patent  application  relating to

Myostatin(TM);



         AND WHEREAS MMI is the owner of U.S.  patent  applications  relating to

Myostatin(TM);



         AND WHEREAS MMI and Willmar  have agreed to  establish a joint  venture

(in the form of a limited liability company duly organized  pursuant to the laws

of Delaware) for the purposes of developing,  manufacturing,  marketing, and the

sale of a  Myostatin(TM)  product or products,  based upon the most  appropriate

method  available  through  ownership  or license to Willmar  and MMI,  with the

intention that the future  development costs of such products be minimized while

expediting delivery and marketing of the product to the turkey industry in North

America;





                                    AGREEMENT



                                       1

{PAGE}



         Willmar and MMI hereby  covenant,  agree,  represent,  and warrant,  as

follows:



INTERPRETATION AND DEFINITIONS





                                       2

{PAGE}









INTERPRETATION AND DEFINITIONS



1.01 DEFINITIONS



                  For the purposes of this Agreement,  unless there is something

         in the subject matter or context inconsistent therewith,  all words and

         phrases  used herein which are denoted  with  initial  capital  letters

         shall have the meanings  assigned to them as set out in this  Agreement

         and,  in  addition,  the  following  words and  phrases  shall have the

         following meanings:



         (a)      "Affiliate"  shall mean,  during the period the same pertains,

                  any corporation,  person, firm, partnership,  or other entity,

                  whether  de jure or de facto,  which  directly  or  indirectly

                  owns, is owned by, or is under common  ownership  with a Party

                  to this Limited  Liability  Company Agreement to the extent of

                  not less than fifty  (50%)  percent  of the equity  having the

                  power to vote on or direct the affairs of the entity,  and any

                  corporation,   person,  firm,  partnership,  or  other  entity

                  actually  controlled  by,  controlling or under common control

                  with a Party  to this  Limited  Liability  Company  Agreement.

                  Notwithstanding  the  definition of Affiliate,  Affiliate does

                  not  include  the  University  of  Minnesota  or  any  of  its

                  departments, divisions or wholly owned subsidiaries.



         (b)      "Existing   Confidentiality   Agreement"   shall   mean   that



                  Confidentiality  and  Non-Disclosure  Agreement  dated May 11,

                  2002 and executed by and between MMI and Willmar.



         (c)      "MMI" means MetaMorphix, Inc.



         (d)      "Willmar" means Willmar Poultry Company, Inc.



         (e)      "Myostatin(TM)  Technology" means those Myostatin(TM)  (GDF-8)

                  immunizing  agents  (to be  delivered  via  active or  passive

                  transfer),  antagonists,  transgenic  breeds  that  delete  or

                  diminish  the  biological  activity of  Myostatin(TM),  and or

                  Myostatin(TM)  related  Turkey-specific  diagnostic  kits  and

                  services as the case may be now or in the future in respect of

                  which MMI has a right to grant licenses.



         (f)      "Licensed  Field of Use" means the use in the Turkey market of

                  the  MMI  and/or  Willmar  Technology  in  the  Territory  for

                  purposes   of   developing,   making,   using,   and   selling

                  Myostatin(TM)  related  Products and  Services  that delete or

                  diminish the biological activity of Myostatin(TM) (GDF-8).



         (g)      "MMI Technology"  means  inventions and know-how  comprised of

                  the use  and  delivery  of  Myostatin(TM)  (GDF-8)  immunizing

                  agents and  antagonists  as described in the MMI Patents,  and

                  further   includes  all  technical  data,   information,   and

                  biological  materials and reagents  useful in working with the

                  subject  matter  of the MMI  Patents  which  is now  owned  or

                  subsequently   acquired   by  MMI  during  the  term  of  this

                  Agreement.



                                       3

{PAGE}



         (h)      "Willmar  Technology" means inventions and know-how  comprised

                  of the use of the delivery of Myostatin(TM)  immunizing agents

                  by passive transfer as described in the Willmar  Patents,  and

                  further   includes  all  technical   data,   information   and

                  biological  materials and reagents  useful in working with the

                  subject  matter of the Willmar  Patents  which is now owned or

                  subsequently  acquired  by  Willmar  during  the  term of this

                  Agreement.

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