Exhibit 10.6


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                              BCP INGREDIENTS, INC.


                                       AND


                             BANK OF AMERICA, N.A.,

                                    AS HOLDER




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                                    GUARANTY

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                              DATED: March 16, 2007





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<PAGE>

                                    GUARANTY


      THIS GUARANTY dated March 16, 2007 (the  "Guaranty") from BCP INGREDIENTS,
INC.,  a  Delaware  corporation  having  its  principal  office  at c/o  Balchem
Corporation,  P.O.  Box 600, 52 Sunrise Park Road,  New Hampton,  New York 10958
(the "Guarantor") to BANK OF AMERICA, NA. (successor by merger to Fleet National
Bank), a national banking  association  organized and existing under the laws of
the United States and having an office at Peter Kiernan Plaza,  Albany, New York
12207 (the "Holder").


                              W I T N E S S E T H:

      WHEREAS,  the Holder has extended a certain  revolving line of credit loan
to Balchem Corporation (the "Company") (the "Line of Credit Loan") the repayment
of which is evidenced by a promissory  note (revolving line of credit) dated the
date  hereof  in  the  principal  amount  of   $6,000,000.00   (as  modified  or
supplemented or extended from time to time, the "Line of Credit Loan Note"); and

      WHEREAS,  the Holder has  extended a certain term loan to the Company (the
"Term Loan" and  collectively  with the Line of Credit  Loan,  the  "Loans") the
repayment of which is evidenced by a promissory  note (term loan) dated the date
hereof in the principal amount of $29,000,000.00 (as modified or supplemented or
extended from time to time, the "Term Loan Note" and collectively  with the Line
of Credit Loan Note, the "Notes"); and

      WHEREAS,  the Loans are being made pursuant to the  provisions,  terms and
conditions  of  a  loan  agreement   dated  the  date  hereof  (as  modified  or
supplemented from time to time, the "Loan Agreement") by and between the Company
and the Holder; and

      WHEREAS,  the proceeds of the Loans will be made  available to the Company
upon the terms and conditions set forth in the Loan Agreement; and

      WHEREAS,  in  connection  with the making of the Loans,  the  Company  has
offered  to have the  Guarantor  guaranty  repayment  of the  Notes as set forth
herein; and

      WHEREAS,  the Guarantor  specifically  approves the terms of the Notes and
the other Financing Documents; and

      WHEREAS,  the Guarantor is willing to enter into this Guaranty in order to
induce the Holder to make the Loans and thereby achieve  interest cost and other
savings to the Company;

      NOW, THEREFORE,  for good and valuable consideration,  the receipt whereof
is hereby acknowledged, the parties agree as follows:


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                                    ARTICLE I

                 REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR

The Guarantor does hereby represent and warrant to the Holder that:

SECTION 1.1. AUTHORITY OF THE GUARANTOR.  The Guarantor  represents and warrants
that  it is a  corporation  duly  incorporated,  validly  existing  and in  good
standing under the laws of the State of Delaware, possesses full corporate power
and corporate capacity to consummate the transactions contemplated hereby and is
authorized to conduct  business in all  jurisdictions  wherein the nature of its
activities  requires  such  except  where the  failure to do so would not have a
material adverse effect upon the Guarantor.

SECTION 1.2. NO VIOLATION OF RESTRICTIONS. This Guaranty and all other documents
to be executed by the  Guarantor  in  connection  herewith,  when  executed  and
delivered by the respective  parties thereto,  will constitute valid and binding
obligations of the Guarantor. The execution and delivery by the Guarantor of the
Financing  Documents to which it is a party and the  performance  thereof by the
Guarantor (1) have been authorized by all necessary  corporate action and (2) do
not and will not  conflict  with or result  in any  breach  of or  constitute  a
default  under the  Guarantor's  articles  of  incorporation  or  by-laws or any
indenture,  mortgage,  deed of trust, bank loan or credit agreement or any other
agreement  or  instrument  to which  the  Guarantor  is a party or by which  the
Guarantor or any of its Property may be bound for which a valid  consent has not
been secured except where the failure to do so would not have a material adverse
effect  upon the  Guarantor,  or result in the  creation of any Lien (other than
that created by the Financing Documents) upon or with respect to any Property of
the Guarantor.

SECTION  1.3.   GOVERNMENTAL  CONSENT.  No  approval  or  other  action  by  any
Governmental   Authority  is  required  in  connection  with  the  execution  or
performance by the Guarantor of the Guaranty.

SECTION 1.4. PENDING  LITIGATION.  As of the date hereof,  there are no actions,
suits or  proceedings  at law or in  equity,  or before  or by any  Governmental
Authority, pending or, to the knowledge of the Guarantor,  threatened against or
affecting  the Guarantor  which are  reasonably  likely to materially  adversely
affect the  financial  condition of the  Guarantor and of the Company taken as a
whole or involving the validity or enforceability of the Financing  Documents to
which it is a party or the priority of the Liens thereof, and to the Guarantor's
knowledge  it is not in  default  with  respect  to any  material  order,  writ,
judgment, decree or demand of any court or any Governmental Authority.

SECTION 1.5. NO DEFAULTS.  No event has occurred and no condition  exists which,
upon the execution of this Guaranty,  would constitute an Event of Default under
Article III hereof.


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<PAGE>

SECTION 1.6. TAXES.  All material  federal,  state,  county,  municipal and city
income and other tax returns and other  reports and  documents  required to have
been filed by the Guarantor  have been filed and the Guarantor has paid all fees
and taxes  indicated as due pursuant to such  returns,  reports and documents or
pursuant to any assessments  received by the Guarantor,  and the Guarantor knows
of no basis for any additional  material assessment in respect of any such taxes
which has not been or will not be reserved for in accordance with GAAP.


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                                   ARTICLE II

                            COVENANTS AND AGREEMENTS

SECTION 2.1.  GUARANTY OF PAYMENT.  (A) The  Guarantor  hereby  irrevocably  and
unconditionally  guarantees  to the  Holder  full and  prompt  payment of moneys
sufficient to pay, or to provide for the payment of: the  outstanding  principal
balance of the Notes  together  with  premium if any,  thereon  and  accrued and
unpaid  interest  thereon  (the  "Guaranteed  Amount").   The  Guarantor  hereby
irrevocably and unconditionally  agrees that, upon the occurrence of an Event of
Default and the  acceleration of the principal  balance of either or both of the
Notes then outstanding by the Holder, the Guarantor will, upon written demand by
the Holder, promptly pay such Guaranteed Amount.

      (B) All  payments by the  Guarantor  shall be paid in lawful  money of the
United States of America in immediately available funds.

      (C) Each and every  default in payment of the  principal of or interest on
the Notes shall give rise to a separate cause of action hereunder,  and separate
suits may be brought hereunder by the Holder as each cause of action arises.

      (D) The  Guarantor  shall  pay to the  Holder  all  reasonable  costs  and
expenses  (including  reasonable  legal  fees)  incurred  by the  Holder  in the
protection  of any of its rights or in the  pursuance  of any of its remedies in
respect of this Guaranty.

SECTION 2.2. OBLIGATIONS  UNCONDITIONAL.  The obligations of the Guarantor under
this Guaranty shall be absolute and unconditional and shall remain in full force
and effect and, to the extent  permitted by law, such  obligations  shall not be
affected,  modified or impaired by any state of facts or the happening from time
to  time of any  event  including,  without  limitation,  any of the  following,
whether or not with notice to or the consent of the Guarantor:

      (A) the invalidity,  irregularity,  illegality or unenforceability  of, or
any  defect  in, (1) the Notes,  (2) the other  Financing  Documents  or (3) any
collateral security for any thereof;

      (B) any  present or future law or order of any  government  (de jure or de
facto) or of any agency thereof purporting to reduce,  amend or otherwise affect
the Notes or any other obligation of the Company or any other obligor or to vary
any terms of payment;

      (C) any claim of immunity on behalf of the Company or any other obligor or
with respect to any Property of the Company or any other obligor;

      (D) the waiver, compromise,  settlement,  release or termination of any or
all of the  obligations,  covenants or  agreements  of (1) the Company under the
Notes or any of the other Financing Documents, (2) a co-guarantor of the Notes;


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<PAGE>

      (E) the failure to give notice to the  Guarantor of the  occurrence  of an
Event of Default under the Financing Documents;

      (F) the transfer,  assignment or mortgaging, or the purported or attempted
transfer,  assignment or  mortgaging,  of all or any part of the interest of the
Company in the  collateral or any failure of or defect in the title with respect
to the Company's interest in the collateral;

      (G) the release, sale, exchange, surrender or other change in any security
for payment of the Notes;

      (H) the  extension of the time for payment of any principal of or interest
or premium on the Notes owing or payable on such Notes or under this Guaranty or
of the time for  performance of any other  obligations,  covenants or agreements
under or arising out of the other Financing Documents;

      (I) the modification or amendment  (whether  material or otherwise) of any
obligation, covenant set forth in the Notes or any other Financing Document;

      (J) the taking of, or the omission to take, any of the actions referred to
in the Financing Documents;

      (K) any failure,  omission or delay on the part of the Holder or any other
Person to enforce,  assert or exercise any right,  power or remedy  conferred on
the  Holder  or such  other  Person  in this  Guaranty  or the  other  Financing
Documents;

      (L) the voluntary or involuntary liquidation,  dissolution,  sale or other
disposition  of all or  substantially  all the assets,  marshaling of assets and
liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors,   reorganization,   arrangement,   composition   with   creditors  or
readjustment  of, or other similar  proceedings  affecting the Company or any of
the assets of any of them,  or any  contest  of the  validity  of the  Financing
Documents, in any such proceedings;

      (M) any event or action that would,  in the absence of this  Section  2.2,
result in the release or  discharge of the  Guarantor  from the  performance  or
observance of any obligation, covenant or agreement contained in this Guaranty;

      (N) the  default or failure of the  Guarantor  fully to perform any of its
obligations set forth in this Guaranty; or

      (O) any other  circumstances  which might otherwise  constitute a legal or
equitable discharge or defense of a surety or a guarantor.

SECTION 2.3. WAIVERS BY THE GUARANTOR.  The Guarantor hereby waives with respect
to the Notes, the other Financing  Documents,  the Guaranty and the indebtedness
evidenced thereby, the following:  diligence;  presentment;  demand for payment;
any right


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to require a  proceeding  first  against the  Company or any other such  Person;
protest;  notice of dishonor or nonpayment of any such liabilities and any other
notice and all demands  whatsoever.  The Guarantor hereby waives notice from the
Holder and the Company (A) of the execution  and delivery of the Notes,  and (B)
of  acceptance  of, or notice and proof of  reliance  on, the  benefits  of this
Guaranty.

SECTION 2.4.  DISCHARGE OF THE  GUARANTOR'S  OBLIGATIONS AND TERMINATION OF THIS
GUARANTY.  This Guaranty  shall  terminate and the  obligations of the Guarantor
created  hereunder  shall be discharged when all amounts due under the Financing
Documents have been paid in full except as set forth below.  On the date of such
discharge,  the Guarantor shall be released from any and all conditions,  terms,
covenants or  restrictions  created or placed upon them by this Guaranty and the
Guarantor shall not have any further obligation or liability hereunder.

SECTION 2.5. OTHER SECURITY. The Holder may pursue its rights and remedies under
this  Guaranty  notwithstanding  (A) any other  guaranty of or security  for the
Notes or the obligations or liabilities of the Company under the other Financing
Documents and (B) any action taken or omitted to be taken by any other Holder or
any other  Person to  enforce  any of the  rights or  remedies  under such other
guaranty or with respect to any other security.

SECTION 2.6. NO SETOFF BY THE GUARANTOR. No setoff,  counterclaim,  reduction or
diminution  of an  obligation,  or any defense of any kind or nature (other than
payment in full of the  Guaranteed  Amount)  which the Guarantor has or may have
with respect to a claim under this Guaranty shall be available  hereunder to the
Guarantor against the Holder.

SECTION 2.7.  NATURE OF GUARANTY  (A) The Guaranty is a guaranty of payment  and
not of collection and the Guarantor  hereby waives any right to require that any
action be brought  against any other  Person or to require that resort be had to
any security or to any balance of any kind or credit held by the Holder in favor
of the  Company or any other  Person  prior to the Holder  proceeding  under the
Guaranty. If at any time any payment of the principal of, premium, if any, on or
interest on the Notes or any other amount  payable by the Company and guaranteed
by the  Guarantor  pursuant to Section 2.1 hereof is  rescinded  or is otherwise
required  to  be  restored  or  returned  upon  the  insolvency,  bankruptcy  or
reorganization  of  the  Company  or  otherwise,   the  Guarantor's  obligations
hereunder  with  respect to such  payment  shall be  reinstated  as though  such
payment had been due but not made at such time.

      (B) All of the rights and  remedies  of this  Guaranty  shall inure to the
benefit of the Holder.

SECTION  2.8.  SUBORDINATION  OF  DEBT.  During  the  term of the  Guaranty  the
Guarantor  agrees with the Holder that upon the occurrence and continuance of an
Event of Default  if the Holder so  requests,  any and all  indebtedness  of the
Company owed to the Guarantor  shall be collected,  enforced and received by the
Guarantor as trustee for the


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Holder and paid over to the Holder on account of the indebtedness of the Company
to the Holder,  but without reducing or affecting in any manner the liability of
the Guarantor  under the other  provisions of this Guaranty except to the extent
the principal amount of such outstanding indebtedness shall have been reduced by
such payment.


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                                   ARTICLE III

                                EVENTS OF DEFAULT

SECTION 3.1.  DEFAULT  REMEDIES.  If an Event of Default exists,  the Holder may
proceed to enforce  the  provisions  hereof and to  exercise  any other  rights,
powers and remedies available to the Holder. The Holder, in its sole discretion,
shall have the right to proceed first and directly  against the Guarantor  under
this Guaranty without  proceeding against or exhausting any other remedies which
it may have and without resorting to any other security held by the Holder.

SECTION 3.2. REMEDIES; WAIVER AND NOTICE. (A) No remedy herein conferred upon or
reserved to the Holder is intended to be exclusive of any other available remedy
or remedies,  but each and every such remedy shall be cumulative and shall be in
addition to every other  remedy  given under this  Guaranty or now or  hereafter
existing at law or in equity or by statute.

      (B) No delay or omission to exercise any right or power  accruing upon the
occurrence  of any Event of  Default  hereunder  shall  impair any such right or
power or shall be construed to be a waiver thereof,  but any such right or power
may be exercised from time to time and as often as may be deemed expedient.

      (C) In order to entitle the Holder to exercise  any remedy  reserved to it
in this Guaranty,  it shall not be necessary to give any notice, other than such
notice as may be expressly required in this Guaranty.

      (D) In the  event  any  provision  contained  in this  Guaranty  should be
breached by any party and thereafter duly waived by the other party so empowered
to act,  such  waiver  shall be limited to the  particular  breach so waived and
shall not be deemed to waive any other breach hereunder.

      (E) No waiver,  amendment,  release or modification of this Guaranty shall
be established by conduct, custom or course of dealing.

SECTION  3.3.  RIGHT OF  SETOFF.  The  guarantor  hereby  grants to the Holder a
continuing  lien,  security  interest  and right of setoff as  security  for all
liabilities  and  obligations  to the Holder,  whether now existing or hereafter
arising, upon and against all deposits, credits, collateral and property, now or
hereafter in the  possession,  custody,  safekeeping or control of the Holder or
any entity under the control of Bank of America  Corporation  and its successors
and assigns, or in transit to any of them. At any time, without demand or notice
(any such notice being expressly  waived by the  Guarantor),  the Holder may set
off the  same or any  part  thereof  and  apply  the  same to any  liability  or
obligation of the Guarantor even though unmatured and regardless of the adequacy
of any other  collateral  securing the Notes.  ANY AND ALL RIGHTS TO REQUIRE THE
HOLDER TO EXERCISE ITS RIGHTS OR REMEDIES  WITH RESPECT TO ANY OTHER  COLLATERAL
WHICH SECURES THE NOTES, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO
SUCH DEPOSITS, CREDITS OR


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OTHER  PROPERTY  OF  THE  GUARANTOR,  ARE  HEREBY  KNOWINGLY,   VOLUNTARILY  AND
IRREVOCABLY WAIVED.

SECTION 3.4.  EXPENSES  INCURRED IN CONNECTION WITH  ENFORCEMENT.  The Guarantor
shall pay on demand all reasonable expenses of the holder in connection with the
preparation,  administration,  default, collection,  waiver or amendment of loan
terms, or in connection with the Holder's exercise,  preservation or enforcement
of any  of  its  rights,  remedies  or  options  hereunder,  including,  without
limitation,  reasonable  fees of outside legal counsel or the allocated costs of
in-house  legal  counsel,  accounting,  consulting,  brokerage or other  similar
professional  fees or expenses,  and any reasonable fees or expenses  associated
with travel or other costs relating to any appraisals or examinations  conducted
in connection with the Loans or any collateral therefore,  and the amount of all
such  expenses  shall,  until  paid,  bear  interest at the rate  applicable  to
principal hereunder (including any Default Rate) and be an obligation secured by
any collateral.


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                                   ARTICLE IV

                           INTERPRETATION OF GUARANTY

SECTION 4.1. ACCOUNTING  PRINCIPLES.  Where the character or amount of any asset
or  liability  or item of income or  expense is  required  to be  determined  or
consolidated  or other  accounting  computation  is  required to be made for the
purposes  of this  Guaranty,  this shall be done in  accordance  with  generally
accepted accounting  principles at the time in effect, to the extent applicable,
except where such  principles are  inconsistent  with the  requirements  of this
Guaranty.

SECTION 4.2.  DIRECTLY OR INDIRECTLY Where any provision in this Guaranty refers
to action to be taken by any  Person,  or which such Person is  prohibited  from
taking, such provision shall be applicable whether such action is taken directly
or indirectly by such Person.

SECTION 4.3.  GOVERNING LAW. This Guaranty and the rights and obligations of the
parties hereunder shall he construed and interpreted in accordance with the laws
of the State of New York (the "Governing  State") (excluding the laws applicable
to conflicts or choice of law).

      THE GUARANTOR  AGREES THAT ANY SUIT FOR THE  ENFORCEMENT  OF THIS GUARANTY
MAY BE BROUGHT IN THE COURTS OF THE GOVERNING STATE OR ANY FEDERAL COURT SITTING
THEREIN AND CONSENTS TO THE NONEXCLUSIVE  JURISDICTION OF SUCH COURT AND SERVICE
OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE GUARANTOR BY MAIL AT THE ADDRESS
SET FORTH HEREIN.  THE GUARANTOR  HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT
IS BROUGHT IN AN INCONVENIENT FORUM.

SECTION  4.4.  DEFINITIONS.  All  defined  terms used  herein and not  otherwise
defined  herein being used herein  shall have the same  meanings as set forth in
the Loan Agreement. As used herein, all words of masculine gender shall mean and
include correlative words of feminine and neuter genders.


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                                    ARTICLE V

                                  MISCELLANEOUS

SECTION 5.1.  OBLIGATIONS ARISE ON DELIVERY OF THE NOTES. The obligations of the
Guarantor  hereunder shall arise absolutely and  unconditionally  when the Notes
shall have been executed and delivered by the Company to the Holder.

SECTION 5.2. SURVIVAL.  All warranties,  representations,  and covenants made by
the Guarantor  herein shall be deemed to have been relied upon by the Holder and
shall  survive the  delivery to the Holder of this  Guaranty  regardless  of any
investigation made by the Holder.

SECTION 5  SUCCESSORS  AND  ASSIGNS.  This  Guaranty  shall be binding  upon the
successors  and  permitted  assigns of the  Guarantor.  The  provisions  of this
Guaranty are intended to be for the benefit of the Holder,  its  successors  and
assigns.

SECTION 5.4.  NOTICES.  (A) All notices,  certificates and other  communications
under this  Guaranty  shall be in writing  and shall be  sufficiently  given and
shall be deemed given when:  (1) delivered to the  applicable  address stated in
subsection (B) hereof by registered or certified mail,  return receipt requested
or by such other means as shall provide the sender with documentary  evidence of
such delivery, or (2) delivery is refused by the Guarantor or the Holder, as the
case may be, as evidenced by the affidavit of the Person who attempted to effect
such delivery;

      (B) The addresses to which  communications  under this  Guaranty  shall be
delivered are as follows:

TO THE GUARANTOR:

BCP Ingredients, Inc.
c/o Balchem Corporation
P.O. Box 600
52 Sunrise Park Road
New Hampton, New York 10958
Attention: Dino A. Rossi, President

TO THE HOLDER:

Bank of America, N.A.
Peter D. Kiernan Plaza
Albany, New York 12207
Attention: Corporate Banking Division


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WITH A COPY TO:

Hiscock & Barclay, LLP
50 Beaver Street
Albany, New York 12207
Attention: Edward J. Trombly, Esq.


      (C) The Guarantor and the Holder may by notice given  hereunder  designate
any further or different addresses to which subsequent notices, certificates and
other communication shall be sent.

SECTION 5.5. ENTIRE UNDERSTANDING;  COUNTERPARTS.  This Guaranty constitutes the
entire  agreement and supersedes all prior agreements and  understandings,  both
written and oral,  among the parties with respect to the subject  matter  hereof
and may he executed simultaneously in several counterparts,  each of which shall
be deemed an original,  but all of which together  shall  constitute one and the
same instrument.

SECTION 5.6.  AMENDMENTS.  No  amendment,  change,  modification,  alteration or
termination  of this Guaranty  shall be made except upon the written  consent of
the Guarantor and the Holder.

SECTION 5.7. PARTIAL  INVALIDITY.  The invalidity or unenforceability of any one
or more  phrases,  sentences,  clauses or  sections in this  Guaranty  shall not
affect the validity or enforceability of the remaining portions of this Guaranty
or any part thereof.

SECTION  5.8.  SECTION  HEADINGS  NOT  CONTROLLING  The  headings of the several
sections of this Guaranty have been prepared for  convenience  of reference only
and shall not control,  affect the meaning or be taken as an  interpretation  of
any provision of this Guaranty.

SECTION 5.9. JURY TRIAL WAIVER.  THE  GUARANTOR AND THE HOLDER  MUTUALLY  HEREBY
KNOWINGLY,  VOLUNTARILY AND INTENTIONALLY  WAIVE THE RIGHT TO A TRIAL BY JURY IN
RESPECT OF ANY CLAIM BASED HEREON,  ARISING OUT OF, UNDER OR IN CONNECTION  WITH
THIS GUARANTY OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS,  STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING,  WITHOUT LIMITATION,  ANY
COURSE OF  CONDUCT,  COURSE OF  DEALINGS,  STATEMENTS  OR  ACTIONS OF THE HOLDER
RELATING TO THE  ADMINISTRATION  OF THE LOANS OR ENFORCEMENT  OF THE NOTES,  AND
AGREE THAT NEITHER PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER
ACTION  IN WHICH A JURY  TRIAL  CANNOT  BE OR HAS NOT  BEEN  WAIVED.  EXCEPT  AS
PROHIBITED BY LAW, THE GUARANTOR HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR
RECOVER IN ANY  LITIGATION  ANY SPECIAL,  EXEMPLARY,  PUNITIVE OR  CONSEQUENTIAL
DAMAGES OR ANY DAMAGES


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OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES.  THE GUARANTOR  CERTIFIES THAT NO
REPRESENTATIVE,  AGENT OR ATTORNEY OF THE HOLDER HAS  REPRESENTED,  EXPRESSLY OR
OTHERWISE,  THAT THE  HOLDER  WOULD  NOT,  IN THE EVENT OF  LITIGATION,  SEEK TO
ENFORCE THE FOREGOING WAIVER.  THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR
THE HOLDER TO ACCEPT THE GUARANTY AND MAKE THE LOANS.


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<PAGE>

      IN WITNESS WHEREOF, the Guarantor has executed this Guaranty as of the day
and year first above written.


                                              BCP INGREDIENTS, INC.



                                              By:/s/ Frank Fitzpatrick
                                                ----------------------
                                                     Frank Fitzpatrick
                                                     Treasurer


ACCEPTED:
BANK OF AMERICA, N.A. as Holder



By:/s/ Karen D. Finnerty
  ----------------------


STATE OF NEW YORK       )
                        ) ss.:
COUNTY OF ORANGE        )

      On the 16th day of March, in the year 2007, before me, the undersigned,  a
notary  public in and for said state,  personally  appeared  Frank  Fitzpatrick,
personally known to me or proven to me on the basis of satisfactory evidence, to
be the  individual  whose  name  is  subscribed  to the  within  instrument  and
acknowledged  to me that he executed the same in his  capacity,  and that by his
signature on the  instrument,  the individual or the person upon behalf of which
the individual acted, executed the instrument.

                                        /s/ Kathleen M. Perry
                                        ---------------------
                                        Notary Public, State of New York
                                        No. 01PE508519
                                        Qualified in Sullivan County
                                        Commission Expires 9/27/09


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