EXHIBIT 10.2


	
  
PREMIUM FINANCE AGREEMENT
   DISCLOSURE STATEMENT
   AND SECURITY AGREEMENT
  
 
  
A.I.   Credit Corp. NC License # B-68, VA License # PF088
   AICCO, Inc. NC License # B-434, VA License #PF311
  	
  
AICCO,   Inc.
   
101 Hudson Street, Jersey City, NJ 07302   (201) 631-5400 or (877) 902- 4242
   80 Pine Street, 6th

Fl., New York, NY 10005 (212) 770-2900 or   (877) 902-4242
   200 Old Country Road, Mineola, NY 11501 (516) 663-0129 or (877) 902-4242
   1700 Market Street, Suite 2000, Philadelphia, PA 19103 (215) 225-6393 or   (877) 902-4242
   1200 Abernathy Road, NE, Suite 500, Bldg. 600, Atlanta, GA 30328 (770)   671-2219 or (877) 902-4242
   99 High Street, 30th

Fl., Boston, MA 02110 (617) 457-2841 or   (877) 902-4242
   300 South Riverside Plaza, Suite 2100, Chicago IL 60606 (312) 559-1410 or   (877) 902-4242
  
 
  






	
  A
  	
  
TOTAL   PREMIUMS
  	
  
$
  	
  
765,826.00
  	
  
 
  	
  
BORROWER /   INSURED (The “Insured”)
   (Name, Address and   Telephone Number)
  	
  
Acct. No.
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 	
   
 	
   
 	
  
 
  	
  
 
  
	
  
B
  	
  
CASH DOWN   PAYMENT REQUIRED
  	
  
$
  	
  
64,966.91
  	
  
 
  	
  
Neose Technologies Inc.
   102 Witmer Road
  	
  
215-441-5890
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 	
   
 	
   
 	
  
 
  	
  
 
  
	
  
C
  	
  
AMOUNT   FINANCED (The Amount   of Credit Provided to Insured or on its behalf)
  	
  
$
  	
  
700,859.09
  	
  
 
  	
  
Horsham
   E-Mail Address (optional):
  	
  
  PA
  	
  
19044
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 	
   
 	
   
 	
  
 
  	
  
 
  
	
  D
  	
  
FINANCE   CHARGE
   (Dollar amount credit will cost)
  	
  
$
  	
  
13,776.92
  	
  
 
  	
  
ANNUAL   PERCENTAGE RATE
   (Cost of Credit figured as a yearly rate)
  	
  
    3.91%
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
 
  	
   
 	
   
 	
   
 	
  
 
  	
  
 
  
	
  
E
  	
  
FLORIDA   DOCUMENTARY STAMP TAX
  	
  
$
  	
  
0.00
  	
  
 
  	
  
PAYMENT SCHEDULE
  
	
   
  	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
Amount of
   Each Payment
  	
  
Number of Payments
  	
  
1st
   Payment Due
  	
  
Final Payment
   Due
  
	
  
 
  	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
Annual
  	
  
Qtrly
  	
  
Mthly
  
	
  
 
  	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
 
  	
   
 	
   
 	
   
 	
  
 
  	
  
 
  
	
  F
  	
  
TOTAL   PAYMENTS
   (Amounts which will have been paid after making all scheduled payments)
  	
  
$
  	
  
714,636.01
  	
  
 
  	
  
64,966.91
  	
   
 	
   
 	
  
11
  	
  
03/15/2005
  	
  
01/15/2006
  




SEE PAGE 3 FOR SCHEDULE OF FINANCED POLICIES


	
  
AGREEMENT   OF INSURED (JOINT AND SEVERAL, IF MORE THAN ONE)
  
	
  
 
  	
  
 
  	
  
 
  
	
  
THE UNDERSIGNED INSURED:
  
	
  
1.
  	
  
 
  	
  
In consideration of the premium payments being   financed and, if applicable, down payment being advance by LENDER to the   Insurance companies listed on the SCHEDULE OF FINANCED POLICIES, or their   representative, promises to pay to the order of LENDER the TOTAL OF PAYMENTS   to be made in accordance with the PAYMENT SCHEDULE, and if applicable, the   amount of any down payment advanced by LENDER, subject to the provisions set   forth in this Agreement.
  
	
  2.
  	
  
a.
  	
  
Irrevocably appoints LENDER Attomey-in-Fact with   full authority, in the event of default, to (i) cancel the said policies in   accordance with the provisions herein, (ii) receive all sums assigned to   LENDER and (iii) execute and deliver on behalf of the undersigned all   documents, forms and notices relating to the insurance policies listed on the   SCHEDULE OF FINANCED POLICIES in furtherance of this Agreement (Clauses (ii)   and (iii) not applicable in Florida).
  
	
  
 
  	
  
b.
  	
  
If there is an amount   listed as “Brokers Fee” in the Schedule of Policies, this fee is charged   under Section 2119 of the New York Insurance Law or the Law, if any, of the   state in which insured lives. This fee is charged for obtaining and servicing   the Policy for where the risk to be insured under the Policy resides (Not   applicable in Florida.Virginia, Maryland or North Carolina).
  
	
  
 
  	
  
c.
  	
  
A fee of $                 none                , which is not being   financed, has been charged under the provisions of these Laws. If none has   been charged, the word “none” is shown (Not applicable in Florida, Virginia,   Maryland or North Carolina).
  
	
  
 
  	
  
 
  	
  
 
  
	
  INSURANCE PREMIUM FINANCE AGREEMENT   NOTICE
  
	
  
NOTICE: 1.   Do not sign this Agreement before you read it or if it contains any blank   spaces. 2. You are entitled to a complete filled-in-copy of this Agreement.   3. Under the law, you have the right to pay off in advance the full amount   due and under certain conditions obtain a partial refund of the service   charge. 4. Keep your copy of this Agreement to protect your legal rights.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
NOTICE:   See Pages 2 and 3 For Additional Important Information.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
THE INSURED AGREES TO THE   PROVISIONS
   ABOVE AND ON PAGES 2 AND 3
  









	
  
AGENT OR   BROKER Aon Risk   Services, Inc .(PHILA)
   BUSINESS ADDRESS
  
	
  
 
  	
  
                    One   Liberty Place
  
	
   
  	
  
                    1650   Market Street Suite 1000
  
	
  
 
  	
  
 
  
	
  
 
  	
  
                    Philadelphia                              PA     19103
  
	
  
 
  	
  
 
  
	
  
 
  	
  
TEL.   NO./E-MAIL ADDRESS
  
	
  
 
  	
  
                                             (215)255-2000
  
	
  
 
  	
  
The Undersigned Agent or   Broker:
  
	
  
 
  	
  
 
  
	
  1.
  	
  
Represents and warrants as   follows: (a) to the best of the undersigned’s knowledge and belief, the   insured’s signature is genuine or, to the extent permitted by applicable Law,   the undersigned Agent or Broker has been authorized by the insured to sign   this Agreement on their behalf, (b) the insured has received a copy of this   Agreement, (c) the scheduled Policies are in full force and effect and the   premiums indicated therefore are correct, (d) the insured may cancel all   scheduled policies immediately upon request, (e) none of the Policies   scheduled in the Agreement are non-cancelable, and (f) the down payment as   indicated in Box     “B”     and installments totaling   0.00     have been collected and are being retained by us.
  
	
  
 
  	
  
 
  
	
  
2.
  	
  
Upon cancellation of any of   the scheduled Policies, the undersigned Agent or Broker agrees upon demand to   pay to LENDER or its assigns their commission on any unearned premiums   applicable to the cancelled Policies.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
THE AGENT OR BROKER AGREES TO THE
   PROVISIONS ABOVE AND ON PAGE 3
  
	
  
 
  	
  
 
  







	

 3/14/05


  	
  
 
  	
 /s/ A. BRIAN DAVIS


  
	
  


  	
  
 
  	
  


  
	
  
DATE
  	
  
 
  	
  
SIGNATURE (AND TITLE) OF   INSURED(S) OR AGENT OR BROKER ON THEIR BEHALF (to extent permitted by Law)
  








	

 3/14/05


  	
  
 
  	
 /s/ PATRICIA MACLEAN


  
	
  


  	
  
 
  	
  


  
	
  
DATE
  	
  
 
  	
  
SIGNATURE AND TITLE OF   AGENT OR BROKER
  







Page 1 of 3











	
  
 
  	
  
ADDITIONAL AGREEMENTS OF INSURED   (JOINT AND SEVERAL, IF MORE THAN ONE)
  
	
  
 
  	
  
 
  
	
  
3.
  	
  
Cancellation.   After the occurrence of a default in the payment of any money due the LENDER   or a default consisting of a transfer to a third party of any of the   scheduled policies, LENDER may request cancellation of the insurance policies   listed in the schedule upon expiration of 10 days written notice of intent to   cancel (13 days in New York, 15 days in Pennsylvania), provided said default   is not cured within such period, and LENDER may proceed to collect the entire   unpaid balance due hereunder or any part thereof by appropriate legal proceedings.   If any default results in the cancellation of the Policy, insured agrees to   pay a cancellation charge in accordance with applicable law (Maryland -   difference between late charge and $100; North Carolina - None; Florida -   None; Virginia - None).
  
	
  
4.
  	
  
Money Received After Cancellation.   Any payment received after policy cancellation may be credited to the   indebtedness due hereunder without any liability or obligation on the part of   LENDER to request reinstatement of such cancelled policy. Any sum received   from an insurance company shall be credited to the balance due hereunder; any   surplus shall be paid over to the insured; in case of deficiency, the insured   shall pay the same. (Maryland -LENDER may not collect from insured any amount   less than $5 after cancellation).
  
	
  5. 
  	
  
Application of Payments.   If applicable law permits, all payments received by LENDER will be applied to   the oldest invoice first. Any remaining amounts will be applied to late fees   and other charges (if applicable), the remainder (if any) would be applied to   any other outstanding amounts. 
  
	
  
6. 
  	
  
Returned Check Charge.   If any payment made by check is returned because the insured had no account   or insufficient funds in the payor bank, insured will be charged the maximum   fee, if any, permitted under applicable law (Maryland - $25; Florida - $15;   Virginia - $20). 
  
	
  
7. 
  	
  
Default. If any   of the following happens: (a) a payment is not made when it is due, (b) a   proceeding in bankruptcy, receivership, insolvency or similar proceeding is   instituted by or against insured, or (c) insured fails to keep any promise to pay the insured makes in this Agreement; Insured will be in default; provided,   however, that, to the extent required by applicable law, insured may be held   to be in default only upon the occurrence of an event described in clause (a)   above. Clauses (b) and (c) not applicable in Florida, Virginia or North   Carolina. 
  
	
  
8. 
  	
  
Security. To   secure payment of all amounts due under this Agreement, insured assigns   LENDER a security interest in all right, title and interest to the Policy,   including (but only to the extent permitted by applicable law): (a) all money   that is or may be due insured because of a loss under the Policy that reduces   the unearned premiums (subject to the interest of any applicable mortgagee or   loss payee), (b)any return of the premium for the Policy, and (c) dividends   which may become due insured in connection with the Policy. Clause (c) not   applicable in Maryland. 
  
	
  9. 
  	
  
Right to Demand Immediate Payment   in Full. At any time after default, LENDER can demand and   have the right to receive immediate payment (except to the extent otherwise   provided by applicable law, in which case LENDER will have the right to   receive such payment in accordance with such law) of the total unpaid balance   due under this Agreement even if LENDER has not received any refund of   unearned premium. 
  
	
  
10. 
  	
  
Warranties.   Insured warrants to LENDER (a) to have received a copy of this Agreement and   (b) if the insured is not an individual, that the signatory is authorized to   sign this Agreement on behalf of the insured. The insured represents that it   is not presently the subject of or in contemplation of a proceeding in   bankruptcy, receivership, or insolvency, or if it is a debtor in bankruptcy,   the Bankruptcy Court has authorized this transaction. 
  
	
  
11. 
  	
  
Early Payment. At   any time, insured may pay the whole amount still unpaid. If insured pays the   full amount before it is due, insured will be given a refund for the unearned   Finance Charge computed by the method of refund as required by applicable   law. 
  
	
  
12. 
  	
  
Assignments.   Insured may not assign the Policy or this Agreement without LENDER’S written   consent. However, insured does not need LENDER’S written consent to add   mortgagees or other persons as loss payees. LENDER may transfer its rights   under this Agreement to anyone without insured’s consent. All of LENDER’S   rights shall inure to the benefit of LENDER’S successors and assigns. 
  
	
  13. 
  	
  
Collection. If   money is due and insured fails to pay, LENDER may collect the unpaid balance   from insured without recourse to the security interest granted under this   Agreement. 
  
	
  
14. 
  	
  
Late Charges.   Upon default in payment of any installments for not less than five days (7   day in Virginia or such greater number of days required by applicable law),   insured agrees to pay a late charge in accordance with applicable law. In no   event shall such late charge exceed a maximum of 5% of such installment   (greater of $25 or 1.5% in New Jersey; 5% in Massachusetts; $100 max in   Maryland; greater of $10 or 5% in Florida). 
  
	
  
15. 
  	
  
Finance Charge.   The finance charge begins to accrue from the effective date of this Agreement   or the earliest inception date of the Insurance Policy(ies) listed on the   Schedule of Policies, whichever is earlier. If LENDER terminates this   Agreement due to a default, Insured will pay interest on the outstanding   indebtedness at the maximum rate authorized by applicable state law in effect   on the date of cancellation and from said date until Insured pays the   outstanding indebtedness in full to LENDER. To the extent permitted by   applicable law, the Finance Charge may include a nonrefundable agreement   charge not to exceed $20 ($10 in DE and NY; $12 in NJ; $15 in NC. Rl. VA and   SC: $16 in MA; $20 in FL). 
  
	
  
16. 
  	
  
Attorney’s Fees.   If LENDER hires an attorney (which is not a salaried employee) to collect any   money insured owes under this Agreement, insured will pay that attorney’s   fees and other collection costs (including collectors’ fees) if and to the   extent permitted by applicable law (20% of amount due in Florida) . 
  
	
  17. 
  	
  
Agent or Broker.   The Agent or Broker named on the front of this Agreement is neither   authorized by LENDER to receive installments payable under this Agreement nor   is authorized to make any representations to insured on LENDER’S behalf   (except to the extent expressly required by applicable law). 
  
	
  
18. 
  	
  
Amendments. If   the insurance contract has not been issued at the time of the signing of this   Agreement, and if the policies being financed are assigned risk policies or   policies listed in a state fund, the policy numbers, if omitted herein, may   be inserted in this Agreement after it has been signed (Maryland policies   must show “Binder,” cannot be blank). 
  
	
  
19. 
  	
  
Effective Date.   This Agreement will not go into effect until it is accepted by LENDER in   writing. 
  
	
  
20. 
  	
  
Limitation of Liability.   Insured recognizes and agrees that LENDER is a lender and not an insurance   company and that LENDER assumes no liability as an insurer hereunder.   LENDER’S liability for breach of any of the terms of this Agreement or the   wrongful or improper exercise of any of its powers under this Agreement shall   be limited to the amount of the principal balance outstanding, except in the   event of LENDER’S gross negligence or willful misconduct. 
  
	
  
21. 
  	
  
Governing Law.   The law of the State of the insured’s residence shall govern this Agreement,   except, for Maine insureds this contract is governed by the laws of the State   of New York. For Virginia insured’s this contract shall be governed by the   laws of the State of Virginia. 
  
	
  22. 
  	
  
Signature and Acknowledgement.   Insured has signed and received a copy of this Agreement. If the insured is   not an individual, the undersigned is authorized to sign this Agreement on   behalf of the insured. All the insured’s listed in any Policy have signed.   Insured acknowledges and understands that insurance premium financing law   does not require an insured to enter into a premium financing agreement as a   condition of the purchase of any insurance policy. 
  
	
  
23. 
  	
  
Additional Insured.   There is nothing in any Policy that would require Lender to notify or get the   consent of any third party to effect cancellation of such Policy. 
  




Page 2 of 3









	
  
ADDITIONAL REPRESENTATIONS &   WARRANTIES OF BROKER OR AGENT
  
	
  
 
  	
  
 
  
	
  
3.
  	
  
Warrants   that it is the authorized Policy issuing agent of the insurance companies or   the broker placing the coverage directly with the insurance company on   all the Policies scheduled except those indicated with an “X” above.
  
	
  
4.
  	
  
Warrants   that there are no policies included in this Agreement which are subject to   audit, report of values, retrospective rating, or minimum earned premium,   except as indicated below, and that, if there are any, the deposit or   provisional premium thereon is not less than the anticipated premiumto be   earned for the full term of the policy.
  
	
  
 
  	
  
Policy No.(s): ____________________ Minimum earned premium,   if any: $ ____________________
  
	
  
5.
  	
  
Warrants   that there are no assigned risk policies in the Schedule of Policies except   as indicated in the Schedule of Policies.
  
	
  6.
  	
  The   Agent or Broker will hold in trust for LENDER any payments made or credited   to the insured through the Agent or Broker directly, indirectly, actually   or   constructively, by any of the insurance companies listed in the Schedule of   Policies and will pay the monies to LENDER upon demand to satisfy thethen   outstanding balance hereunder.
  
	
  7.
  	
  The   Agent or Broker will promptly notify LENDER in writing if any information on   this Agreement becomes inaccurate.
  
	
  8.
  	
  Warrants   that all material information concerning the insured and the policies   necessary for Lender to cancel the policies and receive the unearned premium   has been disclosed to Lender.
  
	
  9.
  	
  There   is nothing in any Policy that would require Lender to notify or get the   consent of any third party to effect cancellation of such Policy.
  



Page 3 of 3