UNITED STATES OF AMERICA
                        THE COMMONWEALTH OF MASSACHUSETTS
                     MASSACHUSETTS INDUSTRIAL FINANCE AGENCY
                FLEXIBLE MODE INDUSTRIAL DEVELOPMENT REVENUE BOND
                   (Copley Pharmaceutical, Inc. - 1989 Series)

REGISTERED OWNER:
PRINCIPAL AMOUNT:                                                       DOLLARS
MATURITY DATE: August 1, 2004
BOND DATE:

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THIS BOND IS NOT A GENERAL  OBLIGATION OF THE MASSACHUSETTS  INDUSTRIAL  FINANCE
AGENCY  OR A DEBT OR A PLEDGE OF THE FAITH  AND  CREDIT OF THE  COMMONWEALTH  OF
MASSACHUSETTS.  THE  PRINCIPAL  OF,  PREMIUM,  IF ANY, AND  INTEREST  (EXCLUDING
ADDITIONAL INTEREST (HEREINAFTER DEFINED), IF ANY) ON THIS BOND SHALL BE SECURED
SOLELY  BY THE  REVENUES  SPECIFICALLY  PLEDGED  UNDER AND BY THE LOAN AND TRUST
AGREEMENT  REFERRED TO HEREIN AND BY MONEYS  DRAWN UNDER THE LETTER OF CREDIT OR
THE STANDBY CREDIT AGREEMENT REFERRED TO HEREIN.
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         1. Payment Provisions. The Massachusetts Industrial Finance Agency (the
"Issuer"),for  value received,  promises to pay to the Registered  Owner of this
Bond, or registered assigns or legal  representatives (but only from the limited
sources  and in the  manner  herein  described),  the  Principal  Amount  on the
Maturity Date unless redeemed prior thereto as hereinafter provided, and, except
as otherwise  provided herein, to pay interest on the unpaid Principal Amount of
this  Bond  outstanding  from  time to time  from the Bond Date at the rates set
forth below on Adjustable Rate Interest  Payment Dates during an Adjustable Rate
Period,  the Flexible Rate Interest  Payment Dates during a Flexible Rate Period
and the Fixed Rate  Interest  Payment Dates during the Fixed Rate Period (all as
hereinafter defined).

         The final  payment of  principal,  premium,  if any, and interest  with
respect to this Bond (excluding Additional Interest hereinafter defined, if any)
shall be payable in immediately available funds at the corporate trust office of
the  Trustee  (hereinafter  defined)  upon  surrender  of this  Bond,  and other
payments (except as otherwise provided herein) shall be payable by wire transfer
of immediately  available funds,  provided sufficient wire transfer instructions
have been given to the  Trustee,  and  otherwise by check or draft mailed by the
Trustee to the  Registered  owner at its address  appearing on the bond register
kept by the Trustee as of the close of business on the Record  Date,  which when
used herein  shall mean with respect to any  Adjustable  Rate  Interest  Payment
Date,  the Business Day next  preceding such  Adjustable  Rate Interest  Payment
Date, or with respect to any other Interest Payment Date (hereinafter  defined),
including the Flexible Rate Interest Payment Date or Fixed Rate Interest Payment
Date, the fifteenth day of the month next preceding such Interest  Payment Date.
As used herein,  "Business  Day" means any day other than a Saturday,  Sunday or
other day on which banks are  authorized  or required to be closed in any of the
City of Boston,  Massachusetts,  or the  municipalities  in which the  principal
offices of the Trustee, the Remarketing Agent (hereinafter defined) and the Bank
(hereinafter defined) are located.

         Principal and premium, if any, and interest are payable in lawful money
of the United States of America.

         2.  Interest  on the  Bonds.  This Bond shall  bear  interest  from and
including  the date  hereof  (except as herein  provided)  until  payment of the
principal  hereof  shall have been made or provided for in  accordance  with the
provisions  hereof  and  of  the  Agreement  (hereinafter  defined)  whether  at
maturity,  upon redemption or otherwise.  NOTWITHSTANDING ANY OTHER PROVISION TO
THE CONTRARY  CONTAINED HEREIN OR IN THE -AGREEMENT,  NOTHING  CONTAINED IN THIS
BOND OR THE  AGREEMENT  SHALL BE DEEMED TO  ESTABLISH  OR,  REQUIRE THE PAYMENT,
DIRECTLY OR  INDIRECTLY,  OF INTEREST OR OTHER  CHARGES THE  AGGREGATE  OF WHICH
WOULD EXCEED THE MAXIMUM RATE OF INTEREST  PERMITTED BY ANY  APPLICABLE  LAW. IN
THE EVENT THAT ANY AMOUNTS  REQUIRED  TO BE SO PAID  EXCEED THE MAXIMUM  RATE OF
INTEREST PERMITTED BY ANY SUCH LAW, SUCH AMOUNTS SHALL  AUTOMATICALLY BE REDUCED
TO THE MAXIMUM RATE OF INTEREST PERMITTED BY SUCH LAW.

         (a)  Adjustable  Rate  Period.  During an  Adjustable  Rate  Period (as
hereinafter  defined) this Bond shall bear  interest at a rate (the  "Adjustable
Rate") as that term is defined in the Agreement.

         In the  event  that  either  (i) The  First  National  Bank  of  Boston
discontinues the announcement of ARBI (as that term is defined in the Agreement)
or (ii) The First  National  Bank of Boston ceases to be the  Remarketing  Agent
pursuant to a Remarketing Agreement dated as of July 15, 1989 (as in effect from
time  to  time,  the  Remarketing  Agreement  among  the  Borrower  (hereinafter
defined),  the Trustee and said Bank and including any successor or  replacement
Trustee),  the  Adjustable  Rate shall be equal to the  average  coupon  rate of
interest  expressed as a percentage  of the yield  evaluations  at par of United
States  Treasury  obligations  having  a  maturity  of 91 days,  which  shall be
announced by the Remarketing  Agent to the Trustee,  the Issuer and the Borrower
on Wednesday of each week,  beginning on the first such Wednesday  following the
discontinuance of ARBI, or the appointment of a Remarketing Agent other than The
First   National   Bank  of  Boston,   as  the  case  may  be,  each  change  in
such-Adjustable  Rate  to  take  effect  on the  Wednesday  next  following  its
announcement.

         As used herein,  "Adjustable  Rate  Interest  Period" means each period
during the  Adjustable  Rate  Period  commencing  on (and  including)  the first
Wednesday of each  calendar  month (or in the case of the first such period,  or
the date designated in an Affirmative Election  (hereinafter defined) to convert
to an Adjustable  Rate, as applicable,  the date of delivery of the Bonds to the
original  purchaser  or  purchasers  or the date  designated  in an  Affirmative
Election to convert to an  Adjustable  Rate, as  applicable)  and ending on (but
excluding)  the first  Wednesday  of the next  succeeding  calendar  month;  and
"Adjustable  Rate Period" means the period -from either (i) the date of issuance
and delivery of the Bonds or (ii) the date designated in an Affirmative Election
to convert to an Adjustable Rate, as applicable, to and including the earlier of
(x) a Conversion  Date  (hereinafter  defined) or (y) the date the principal of,
premium, if any, and interest on the Bonds (excluding  Additional  Interest,  if
any)  shall  have been paid in full in  accordance  with the  Agreement  and the
Bonds.

         Interest  during an  Adjustable  Rate  Period  shall be computed on the
basis of a 365-or 366-day year, as  applicable,  and the number of days actually
elapsed and shall be payable on (i) the first  Wednesday in each calendar  month
during the  Adjustable  Rate Period,  commencing on the first  Wednesday of each
calendar month  succeeding (i) the date of delivery of the Bonds to the original
purchaser  or  purchasers,  (ii) the  Conversion  Date,  and  (iii) the date the
principal of, premium,  if any, and interest on the Bonds (excluding  Additional
Interest, if any) shall have been paid in full in accordance with the provisions
of the  Agreement  and the Bonds (each such date being herein  referred to as an
"Adjustable Rate Interest Payment Date").

         (b) Conversion to Flexible,  Fixed or Adjustable  Rates.  The Bonds are
issued  subject to the provision  that the interest rate on the Bonds may change
from the Adjustable Rate and (i) may be converted to a Flexible Rate (as defined
in the  Agreement)  until a Put Date  (hereinafter  defined) or (ii) will become
irrevocably fixed until maturity at the Fixed Rate (as defined in the Agreement)
upon the election by the Borrower to exercise an option to convert on such date,
which is the first day of the month as the Borrower shall select, subject to the
terms and conditions of the Agreement (the "Conversion Date"), by giving written
notice to the Issuer,  the Trustee,  the Remarketing Agent and the Bank not less
than 35 days nor more than 90 days before the Conversion Date,  together with an
opinion of Bond Counsel (as defined in the Agreement),  all as more particularly
described in the Agreement. Upon receipt of such written notice and opinion, the
Trustee  shall call all of the Bonds for  mandatory  tender for  purchase on the
Conversion Date as provided in Section 6(e) hereof.

         If the interest rate on the Bonds has been converted to a Flexible Rate
for a Flexible  Rate Period (as  hereinafter  defined),  the Borrower  must give
written  notice as described in the  Agreement to the Issuer,  the Trustee,  the
Remarketing  Agent and the Bank of its  irrevocable  election  (an  "Affirmative
Election")  as of the Put Date  then in effect to enter  another  Flexible  Rate
Period or to convert to either (i) an Adjustable Rate or (ii) the Fixed Rate not
less than 35 nor more than 90 days  before  such Put  Date,  together  within an
opinion of Bond Counsel (as defined in the Agreement),  all as more particularly
described in the Agreement. Upon receipt of such written notice and opinion, the
Trustee  shall call all of the Bonds for purchase or redemption on such Put Date
as provided in Section 6(e) hereof,  provided that if the Borrower fails to give
valid written notice of an Affirmation  Election as specified  herein and in the
Agreement, the Bonds shall be redeemed and shall not be eligible for purchase as
described in Section 6(e).

         "Fixed Rate Interest Payment Date" means the January 1 or July 1 during
the Fixed Rate Period next  succeeding the  Conversion  Date or the Put Date and
each January 1 and July 1 thereafter  until the principal of,  premium,  if any,
and interest  (excluding  Additional  Interest,  if any) on the Bonds shall have
been paid in full.

         As used herein,  "Flexible  Rate  Interest  Payment  Date" means,  with
respect to any Flexible Rate Period,  the first day of the sixth  calendar month
after the  commencement  of such  Flexible Rate Period and the first day of each
sixth  calendar  month  thereafter,  and (ii) the Put Date;  and "Flexible  Rate
Period"  means the period  beginning on a Conversion  Date on which the Borrower
has exercised its option to convert to a Flexible Rate or on a Put Date on which
the  Borrower  has made an  election to enter a new  Flexible  Rate  Period,  as
applicable, and ending on the next succeeding Put Date.

         As used herein,  "Put Date" means the date  designated  by the Borrower
upon  exercising  its option to  convert  to a  Flexible  Rate or to enter a new
Flexible Rate Period,  as applicable,  as the date as of which the Flexible Rate
Period shall  terminate,  which date shall be the second  Flexible Rate Interest
Payment Date in the Flexible  Rate Period or any second  Flexible  Rate Interest
Payment Date thereafter or, if earlier, the Maturity Date.

         Interest during any Flexible Rate Period shall be computed on the basis
of a 360-day year  consisting  of twelve  30-day  months and shall be payable on
each  Flexible  Rate  Interest  Payment Date during such  Flexible  Rate Period.
Interest after  conversion to the Fixed Rate shall be calculated on the basis of
a 360-day year  consisting  of twelve 30-day months and shall be payable on each
Fixed Rate Interest Payment Date during the Fixed Rate Period.

         3.  Description  of  Bond  Issue.  This  Bond  is  one of an  issue  of
$7,500,000  Massachusetts  Industrial  Finance Agency  Flexible Mode  Industrial
Development  Revenue  Bonds  (Copley  Pharmaceutical,  Inc. - 1989  Series) (the
"Bonds")  issued under a Loan and Trust  Agreement dated as of July 15, 1989 (as
in effect from time to time, the "Agreement") among Copley Pharmaceutical,  Inc.
(the "Borrower"), the Issuer, The First National Bank of Boston, as Trustee (the
"Trustee",  which term  includes  any  successors  in said  trust or,  where the
context so requires, any separate Trustee or Co-Trustee appointed by the Trustee
pursuant to the  provisions of the  Agreement),  and The First  National Bank of
Boston,  as issuer of a Letter of Credit  supporting the Bonds.  The proceeds of
the Bonds will be loaned (the  "Loan") by the Issuer to the  Borrower  under the
Agreement to finance the cost of acquiring,  improving and installing industrial
development  facilities  to be  owned  and  used  by  the  Borrower  in  Canton,
Massachusetts, including costs incidental thereto. The Bonds are issued pursuant
to and in full  compliance with the laws of The  Commonwealth of  Massachusetts,
including Chapter 23A of the Massachusetts  General Laws and duly adopted by the
Board of Directors of the Issuer, which resolutions also authorize the execution
and delivery of the Agreement.  Loan payments  sufficient for the prompt payment
when  due  of the  principal  of,  premium,  if  any,  and  interest  (excluding
Additional Interest,  if any) on the Bonds are to be paid by the Borrower to the
Trustee for the account of the Issuer and deposited in the Bond Fund established
by the  Agreement  and have been duly  pledged by the Issuer to the  Trustee for
that purpose.

         During an Adjustable Rate Period principal of and interest on the Bonds
are  further  supported  by moneys  which may be drawn by the  Trustee  under an
irrevocable  standby  letter of credit issued by the Bank to the Trustee (or any
substituted  credit  facility  issued  in  accordance  with  Section  512 of the
Agreement) to the extent and in the manner provided therein,  and by funds which
may be  advanced  by the Bank to the Trustee  under a Standby  Credit  Agreement
dated as of July 15, 1989 among the Borrower,  the Trustee and the Bank (as from
time to time in effect, the "Standby Credit Agreement", which term shall include
any substituted  Standby credit Agreement delivered to the Trustee in accordance
with  Section 512 of the  Agreement)  to the extent and in the manner  described
therein.  References  herein to the "Letter of Credit" shall mean said letter of
credit  issued by The First  National Bank of Boston,  or a  substituted  credit
facility, whichever is then in effect, and references herein to the "Bank" shall
mean The First National Bank of Boston, or, where  appropriate,  the issuer of a
substituted credit facility or substitute Standby Credit Agreement.  The initial
Letter of Credit has been issued  under a  Reimbursement  Agreement  dated as of
July 15, 1989 (as in effect from time to time,  the  "Reimbursement  Agreement")
between the Borrower and the Bank.

         The Trustee is entitled  under the initial  Letter of Credit  (which is
scheduled to expire unless earlier  terminated  upon a Conversion  Date or a Put
Date,  as the case may be) on the  earliest  to occur of: (a) 5:00 P.M.,  Boston
time,  on August 2, 1994 or, if that date is not a  Business  Day,  on the first
Business  Day after  that  date;  (b) the date on which the  Stated  Amount  (as
defined  in the Letter of  Credit)  thereof is reduced to zero;  (c) the date of
establishment of a Substitute Letter of Credit (as defined in the Agreement); or
(d) the date on which the Bank  shall  have  received  written  notice  from the
Trustee that all of the Bonds have been paid in full in accordance  with Section
103 of the Agreement,  but may be extended,  renewed or replaced by a substitute
credit  facility,  on or before  such date) upon the  occurrence  of an Event of
Default under the Agreement to draw up to (a) the aggregate  principal amount of
the Bonds then  outstanding to pay the principal of the Bonds, and (b) an amount
equal to up to 127 days' interest accrued on the Bonds  (calculated at a maximum
rate of 15% per  annum),  excluding  Additional  Interest,  on or  prior  to the
maturity  thereof,  during the period prior to a Conversion  Date or a Put Date.
The Trustee is entitled under the initial Standby Credit  Agreement,  subject to
the provisions  thereof, to obtain advances of up to (a) the aggregate principal
amount of the Bonds then  outstanding to pay the principal of the Bonds, and (b)
an amount equal to up to 127 days' interest accrued on the Bonds  (calculated at
a maximum  rate of 15% per annum),  excluding  Additional  Interest,  to pay the
purchase  price of any Bonds tendered for purchase  during the  Adjustable  Rate
Period but not remarketed on the purchase date.

         INTEREST  PAYMENTS ON THIS BOND IN EXCESS OF 15% PER ANNUM AND PAYMENTS
OF ADDITIONAL INTEREST, IF ANY, ON THIS BOND ARE NOT PAYABLE UNDER THE LETTER OF
CREDIT OR SUPPORTED BY ANY OTHER SECURITY.

         The  Borrower  has caused the Letter of Credit to be  delivered  to the
Trustee   pursuant  to  the  requirements  of  the  Agreement  which  permits  a
substitution  of  a  substitute  credit  facility   (including  any  irrevocable
transferable letter of credit, insurance policy, guaranty,  surety bond or other
agreement)  if the Borrower  shall furnish to the Trustee (i) an opinion of Bond
Counsel  stating that the delivery of such  substitute  credit,  facility to the
Trustee is  authorized  under the  Agreement and complies with the terms thereof
and does not result (either  prospectively or retroactively) in the inclusion of
interest on the Bonds for federal income tax purposes in the gross income of any
Bondholder  or  former  Bondholder,  (ii) an  opinion  of  counsel  in form  and
substance reasonably  satisfactory to the Trustee (and substantially  similar in
content  with  respect  to the  substitute  credit  facility  as those  opinions
originally  rendered with respect to the Letter of Credit in connection with the
original  issuance  of the  Bonds)  to the  effect  that the  substitute  credit
facility is the valid,  binding and enforceable  obligation of the bank or other
institution  issuing it and that  payments on the Bonds out of the proceeds of a
drawing  on  the  substitute  credit  facility  will  not  constitute   voidable
preferences  under the  federal  Bankruptcy  Code or other  applicable  laws and
regulations  and (iii)  either  (A)  written  evidence  from  Moody's  Investors
Service, Inc. ("Moody's"),  if this Bond is then rated by Moody's, or Standard &
Poor's Corporation  ("S&P"),  if this Bond is then rated by S&P, in each case to
the effect that such rating agency has reviewed the proposed  substitute  credit
facility and that the  substitution of the proposed  substitute  credit facility
for the Letter of Credit will not, by itself or in conjunction  with a change in
interest  rate made as provided  in this  Agreement,  result in a  reduction  or
increase of such agency's  rating of this Bond from that which then prevails or,
if such a change  will  occur,  receipt  by the  Trustee  of an  opinion of Bond
Counsel  that such change in rating  will not result  (either  prospectively  or
retroactively)  in the inclusion of interest on the Bonds for federal income tax
purposes in the gross  income of any  Bondholder  or former  Bondholder,  or (B)
written evidence confirming to the Trustee that the Bank issuing such substitute
credit  facility  has senior debt (or, in the absence of such senior  debt,  has
issued a letter of credit,  insurance policy or other credit  enhancement device
in support of a third party's debt or has long-term deposits) which has a rating
from  Moody's  or S&P  either  (x) equal to or better  than the  second  highest
long-term debt rating category (excluding pluses or minuses), or (y) equal to or
better than the rating of long-term  obligations  or  long-term  deposits of the
issuer of the credit facility being replaced by such substitute  credit facility
(excluding  pluses or  minuses)  and, in the case such rating is better than the
rating of  long-term  obligations  or  long-term  deposits  of the issuer of the
credit facility being replaced,  and such  substitution is in conjunction with a
change in the interest  rate mode,  the Trustee  shall also have been  furnished
with an opinion of Bond  Counsel  that such  increase  in rating will not result
(either  prospectively  or  retroactively)  in the  inclusion of interest on the
Bonds for federal  income tax purposes in the gross income of any  Bondholder or
former  Bondholder.  The Agreement also permits a  substitution  of a substitute
Standby  Credit  Agreement  complying  with the provisions of Section 512 of the
Agreement.  The Letter of Credit may by its terms provide for extensions thereof
and the Bank may, at its  election,  but shall not be obligated  to,  extend the
Letter of Credit;  or the Borrower may provide for a substitute  credit facility
for the period after the expiration of the Letter of Credit.

         The Bonds are to be equally  and ratably  secured  and  entitled to the
protection  given by the Agreement and the Letter of Credit,  the Standby Credit
Agreement or any substitute  credit  facility.  Reference is hereby made to such
documents for a description of the nature and the extent of the security for the
Bonds,  the rights,  duties and  obligations  and immunities of the Issuer,  the
Trustee and the Registered  Owners and the terms upon which the Bonds are or may
be issued and secured.

         4. Effect of Determination of Taxability; Additional Interest Payments.
Upon  the  occurrence  of a  Determination  of  Taxability  (as  defined  in the
Agreement)  the Bonds shall be redeemed by the Issuer (but only from the limited
sources and in the manner herein described),  prior to stated maturity, in whole
and not in part of a redemption price equal to the outstanding  principal amount
redeemed plus accrued and unpaid interest thereon to the redemption date, at the
Adjustable  Rate,  the Flexible  Rate or the Fixed Rate, as the case may be. Any
such redemption  shall be made not more than 12 days after the  Determination of
Taxability.  Any  Determination  of  Taxability  shall be  conclusive  as to the
Issuer, the Borrower and the Registered Owner or former Registered Owner.

         Upon a  Determination  of  Taxability  there shall also be due from the
Borrower to each Registered Owner or former  Registered owner of this Bond which
owned the Bond  during any portion of the  Penalty  Interest  Period (as defined
below)  Additional  Interest  for such  portion of the Penalty  Interest  Period
(calculated  as interest is calculated  during the Adjustable  Rate Period,  the
Flexible Rate Period or the Fixed Rate Period, as applicable)  within forty-five
(45) days of the redemption  date. As used herein,  "Additional  Interest" means
interest on the unpaid  Principal  Amount of this Bond  outstanding from time to
time from the Taxability  Date (as defined  below) to the  redemption  date (the
"Penalty  Interest  Period")  at rates in effect  from time to time  during  the
Penalty  Interest  Period equal to the excess of the Taxable  Penalty  Rates (as
defined below) over the Adjustable  Rates,  the Flexible Rate or, the Fixed Rate
in effect from time to time during the Penalty Interest  Period.  As used herein
"Taxable Penalty Rates" means per annum rates of interest equal to a fraction in
which the  numerator  is the  Adjustable  Rate,  Flexible  Rate or Fixed Rate in
effect from time to time during the Penalty  Interest Period and the denominator
is equal to one minus the maximum statutory  marginal income tax rate (expressed
as a decimal)  applicable to either  corporations  or individuals  (whichever is
higher) in effect  from time to time  during the Penalty  Interest  Period.  The
Taxable  Penalty  Rates and the  periods  after the  Taxability  Date  (which is
determined  as described  below)  during  which each Taxable  Penalty Rate is in
effect shall be  determined by the  Remarketing  Agent,  and such  determination
shall be conclusive and binding on the Borrower,  the Trustee,  the Issuer,  the
Bank, and any Bondholder or former  Bondholder  which owned the Bonds during the
Penalty  Interest  Period.  "Taxability  Date"  shall  mean the date as of which
interest on the Bonds ceased to be excluded from gross income for federal income
tax purposes,  and the Trustee shall determine such date by obtaining  within 15
days of a Determination of Taxability an opinion  acceptable to the Bank of Bond
Counsel  with respect to when such date  occurred and so notifying  the Borrower
and the Remarketing  Agent of such date within three Business Days after receipt
of such opinion.  Although a claim for  Additional  Interest on this Bond may be
assigned  by written  notice to the  Borrower,  it shall not be  transferred  by
transfer of this Bond.  Additional  Interest shall be payable by the Borrower to
the Registered  owner or former  Registered  owners which owned this Bond during
the Penalty Interest Period, or their assigns.

         Redemption  of this Bond and the  payment  of  Additional  Interest  as
described in this  Section 4 are in lieu of any damages that might  otherwise be
payable  to the  Registered  Owner or former  Registered  Owners of this Bond by
reason of a Determination of Taxability.  Any Additional  Interest,  if not paid
when due, shall bear interest at the FNBB Base Rate plus 3% per annum.

         PAYMENTS OF  ADDITIONAL  INTEREST  ARE NOT  SUPPORTED  BY THE LETTER OF
CREDIT OR ANY OTHER SECURITY AND WILL NOT BE PAID FROM PRIORITY  FUNDS,  BUT ARE
UNSECURED  OBLIGATIONS  SOLELY OF THE BORROWER UNDER THE AGREEMENT WHICH SURVIVE
PAYMENT OF THE BONDS.  ANY PAYMENTS OF ADDITIONAL  INTEREST ON THIS BOND ARE NOT
EXCLUDABLE  FROM GROSS INCOME FOR FEDERAL  INCOME TAX  PURPOSES.  Failure by the
Borrower  to pay such  Additional  Interest  to any  registered  owner or former
registered  owner of a Bond at the time principal of such Bond is paid shall not
affect the time of maturity of such principal so long as all other prerequisites
to the payment of such  principal  are  satisfied,  and shall not  constitute an
Event of Default under the Agreement or this Bond.

         5.  Exchange  and  Transfer.   This  Bond  is  exchangeable  for  fully
registered  bonds in  denominations of not less than $100,000 or any multiple of
$100,000 in excess thereof.

         This Bond is  transferable  on the bond  register upon its surrender at
the corporate trust office of the Trustee,  accompanied by a written  instrument
of transfer in form satisfactory to the Trustee, duly executed by the Registered
owner or its attorney or legal representative but only in the manner and subject
to the limitations and conditions provided in the Agreement.

         BY ACCEPTANCE OF THIS BOND, THE REGISTERED OWNER AGREES THAT, EXCEPT IN
CONNECTION WITH THE TENDER OF THIS BOND FOR PURCHASE  PURSUANT TO SECTION 401(d)
OR 401(e) OF THE AGREEMENT, IT WILL NOT TRANSFER OR GRANT PARTICIPATIONS IN THIS
BOND IN  DENOMINATIONS  OF LESS  THAN  $100,000  AND OTHER  THAN TO  "ACCREDITED
INVESTORS"  AS DEFINED IN SECTION  230.501(a)  OF  REGULATION D ISSUED UNDER THE
SECURITIES  ACT OF 1933,  AS AMENDED,  SO LONG AS THIS BOND BEARS AN  ADJUSTABLE
RATE; AND THE REGISTERED  OWNER FURTHER AGREES THAT,  EXCEPT IN CONNECTION  WITH
THE TENDER OF THIS BOND (OR PORTIONS  THEREOF) FOR PURCHASE  PURSUANT TO SECTION
401(e) OF THE AGREEMENT,  IT WILL NOT SELL OR GRANT  PARTICIPATIONS IN THIS BOND
OTHER THAN TO SUCH "ACCREDITED  INVESTORS" SO LONG AS THIS BOND BEARS A FLEXIBLE
RATE OR A FIXED RATE WITHOUT THE PRIOR WRITTEN CONSENT OF THE REMARKETING AGENT.

         6.  Redemption or Purchase of Bonds.  Principal of the Bonds is subject
to redemption or purchase as follows:

         (a)  Optional  Redemption.  (i) During an  Adjustable  Rate Period or a
Flexible  Rate Period the Bonds shall be redeemed as provided in Section  401(a)
of the  Agreement,  by the Issuer at the written  direction of the Borrower (but
only from the limited sources and in the manner herein  described),  in whole or
in part from time to time in the amount of $100,000 or any  multiple of $100,000
in excess  thereof (or such lesser  amount as shall be  necessary  to redeem the
Bonds in whole),  on any Adjustable Rate Interest  Payment Date or Flexible Rate
Interest  Payment  Date,  as  appropriate,  at a  redemption  price equal to the
principal amount redeemed, plus accrued interest to the redemption date, subject
to the limitations on redemption set forth in said Section 401(a); provided that
no such  redemption  shall  occur  prior to the  expiration  of six months  from
closing  date of the  issuance  and sale of this Bond to the  initial  purchaser
hereof.

         (ii) Subsequent to any conversion to the Fixed Rate, the Bonds shall be
redeemed by the Issuer, at the written direction of the Borrower, in whole or in
part from time to time on any Fixed Rate Interest  Payment Date in the amount of
$100,000 or any multiple of $100,000 in excess thereof (or such lesser amount as
shall be necessary to redeem the Bonds in whole), at a redemption price equal to
the principal of and unpaid accrued  interest on the Bonds to the date fixed for
redemption by the Borrower plus a premium in the first year in which  redemption
is permitted  declining one percent in each year thereafter  until no redemption
premium remains in effect  (expressed as percentages of their principal  amount)
as set forth below:


<TABLE>
<S>                                        <S>                                                 <C>
                                           Years Following the Conversion Date
Number of Whole Years from the             During Which No Redemption is
Conversion Date to the Stated Maturity     Permitted
of the Bonds                                                                                   Premium
------------                                                                                   -------
If more than 11 years                                    7 years                                  3%
  but less than 15
If more than 7 years                                     5 years                                  3%
  but less than 11
If more than 3 years                                     2 years                                  2%
  but less than 7
If 3 years or less                               No redemption permitted                         N/A
</TABLE>
Any  optional  redemption  of a part of the Bonds  pursuant to this section 6(a)
shall be  applied  to reduce  the  final  payment  and  mandatory  sinking  fund
requirements on the Bonds in inverse order of maturity unless otherwise directed
by the Borrower by notice to the Issuer,  the Bank and the Trustee prior to such
redemption.

         (b) Extraordinary Optional Redemption.  Principal of the Bonds shall be
redeemed  in whole but not in part by the  Issuer  (but  only  from the  limited
sources and in the manner herein described),  at the option and direction of the
Borrower,  on any date at a  redemption  price of 100% of the  principal  amount
redeemed,  plus accrued  interest to the redemption date, upon the occurrence of
any extraordinary event described in Section 401(b) of the Agreement.

         (c) Mandatory Redemption. Principal of the Bonds shall be redeemed from
surplus moneys not applied to the costs of acquiring,  improving or equipping of
the Project or from insurance  proceeds or condemnation  awards deposited in the
Bond Fund from the Project  Fund  pursuant  to  Sections  501B and 502(e) of the
Agreement,  as the case may be, to the  extent,  in the  manner and at the times
provided  for therein at 100% of the  principal  amount  redeemed,  plus accrued
interest to the redemption date  (excluding  Additional  Interest,  if any). The
Bonds shall also be redeemed: (i) in whole as provided in Section 4 above upon a
Determination  of  Taxability,  (ii) in whole on the Business Day next preceding
the date of  expiration  or  termination  of the Letter of Credit  (unless  such
Letter of Credit is being renewed or replaced as  contemplated by Section 512 of
the  Agreement),  or (iii) in whole or in part upon the  occurrence of any other
event  described in Section 401(c) of the Agreement at the redemption  price and
on the terms set forth therein.

         (d) Tender for Purchase  upon  Election of  Bondholder.  As provided in
Section 401(d) of the Agreement,  during an Adjustable Rate Period this Bond (so
long as it is not a "Borrower Bond" as that term is defined in the Agreement and
the Standby Credit Agreement  referred to therein),  or any portion thereof that
not less than  $100,000,  or any  multiple of $100,000 in excess  thereof may be
tendered for purchase in accordance with the Depositary  Agreement  (hereinafter
defined)  and to the extent of available  funds on the demand of the  Registered
Owner on any  Business  Day at a purchase  price equal to the  principal  amount
thereof plus accrued interest to the date of purchase (but excluding  Additional
Interest,  if any) upon:  (A)  delivery  to the Trustee at its  corporate  trust
office of a written notice in substantially  the form appended as Exhibit 401 to
the Agreement (a  "Bondholder's  Tender  Notice") which (i) states the principal
amount of this Bond or the portion thereof desired to be purchased;  (ii) states
the date on which this Bond or specified  portion  thereof  shall be  purchased,
which date shall not be prior to the seventh day next succeeding the date of the
delivery of such notice to the Trustee (provided,  however,  that if the seventh
day next  succeeding  the date of such delivery is not a Business Day, such date
shall be the next  succeeding  Business Day),  (iii)  irrevocably  requests such
purchase,  and (iv) contains an undertaking  of the  Registered  Owner hereof to
deliver this Bond to The First  National  Bank of Boston,  as  depositary or any
successor  depositary (the  "Depositary"),  as provided in such notice;  and (B)
delivery  of this Bond duly  endorsed  in blank for  transfer  at the  principal
office of the Depositary at or prior to 10:00 A.M., Boston time, on the purchase
date.

         By the  acceptance of this Bond,  the  Registered  Owner agrees that if
there are funds available for such purpose in the Bond Purchase Fund established
with the Depositary under the Depositary Agreement dated as of July 15, 1989 (as
in effect from time to time, the "Depositary  Agreement") among the Trustee, the
Borrower, the Remarketing Agent and the Depositary,  then this Bond or specified
portion  thereof  tendered  to the  Depositary  for  purchase as provided in the
preceding  paragraph shall be, on the date specified in the Bondholder's  Tender
Notice, purchased at a purchase price equal to the principal amount tendered for
purchase plus accrued interest,  if any (but excluding Additional  Interest,  if
any), to the date of purchase;  provided, however, that if the purchase date for
this Bond or portion  hereof is an Interest  Payment  Date,  the purchase  price
hereof  shall  be the  principal  amount  tendered  for  purchase  and  interest
(excluding  Additional  Interest,  if any,  which  shall be paid as  provided in
Section  4) on this Bond shall be paid to the  Registered  Owner of this Bond in
the normal  course.  Moneys in the aforesaid Bond Purchase Fund shall be used by
the Depositary to purchase tendered Bonds in the  chronological  order delivered
to the Depositary.

         NOTICE BY THE  REGISTERED  OWNER OF  TENDER  OF THIS BOND OR  SPECIFIED
PORTION HEREOF UNDER THIS SUBSECTION IS IRREVOCABLE.  BY ACCEPTANCE OF THIS BOND
THE REGISTERED  OWNER AGREES THAT UPON RECEIPT BY THE DEPOSITARY OF THE PURCHASE
PRICE FROM A PURCHASER  HEREOF THE REGISTERED OWNER SHALL SURRENDER THIS BOND TO
THE  DEPOSITARY.  IN THE EVENT THAT THE  REGISTERED  OWNER SHALL FAIL TO DELIVER
THIS BOND TO THE DEPOSITARY AS PROVIDED IN ITS BONDHOLDER IS TENDER NOTICE, THIS
BOND (OR PORTION THEREOF) PROPOSED TO BE RENDERED FOR REDEMPTION SHALL BE DEEMED
TENDERED  FOR  PURCHASE  ON THE  TENDER  DATE,  AND THE  TRUSTEE  SHALL HOLD THE
PURCHASE PRICE THEREFOR FOR PAYMENT UPON SUBSEQUENT  PRESENTATION  AND SURRENDER
OF THIS BOND.

         (e) Tender for Mandatory  Purchase or Redemption on Conversion  Date or
Put Date. As provided in Section 401(e) of the Agreement,  this Bond (so long as
it is not a Borrower  Bond) shall be redeemed or purchased on a Conversion  Date
or a Put Date at a price equal to the  principal  amount  thereof  plus  accrued
interest (excluding  Additional Interest,  if any) to the Conversion Date or Put
Date.

         By acceptance of this Bond, the Registered  Owner agrees to tender this
Bond  for  redemption  or  purchase  in  connection  with  the  occurrence  of a
Conversion  Date or a Put Date  pursuant  to  Section  401(e) of the  Agreement,
except that the Bondholder may under certain circumstances  irrevocably elect to
retain all or a portion of this Bond by filing with the Trustee  (not later than
20 days  prior to such  Conversion  Date or Put Date) a  Nontender  Election  in
substantially  in the form of Exhibit 401A to the Agreement,  all as provided in
the Section 401(e) of Agreement.  IN THE EVENT THAT THE  REGISTERED  OWNER SHALL
FAIL TO DELIVER  ALL OR A PORTION OF THIS BOND WHICH IS SUBJECT TO PURCHASE ON A
CONVERSION  DATE OR A PUT DATE TO THE  TRUSTEE ON SUCH  CONVERSION  OR PUT DATE,
THIS BOND (OR SPECIFIED  PORTION  HEREOF) SHALL  NEVERTHELESS  BE DEEMED TO HAVE
BEEN  TENDERED FOR PURCHASE AND  PURCHASED BY THE TRUSTEE ON SUCH  CONVERSION OR
PUT DATE,  AND THE TRUSTEE  SHALL HOLD THE PURCHASE  PRICE  THEREFOR FOR PAYMENT
UPON SUBSEQUENT PRESENTATION AND SURRENDER OF THIS BOND.

         By acceptance of this Bond, the  Registered  Owner appoints the Trustee
as its duly  authorized  representative  for purposes of endorsing this Bond, if
purchased in accordance  with the  provisions of Section 401(d) or 401(e) of the
Agreement, for transfer to the purchaser thereof in accordance with said Section
401(d) or 401(e).

         (f) Redemption  Pursuant to Mandatory  Sinking Fund  Requirements.  The
Bonds are also  subject to  mandatory  redemption  pursuant  to the terms of the
mandatory  sinking  fund  requirements  and  mandatory  redemption   obligations
provided  in Section 402 of the  Agreement  on August 1 in each of the years set
forth in the table  below,  in the  principal  amounts set forth  opposite  such
years,  at a redemption  price of 100% of the principal  amount  redeemed,  plus
accrued interest to the redemption date (but excluding Additional  Interest,  if
any):

                                    Principal
                              Year                             Amount 

                              1990                            $700,000
                              1991                            $700,000
                              1992                            $700,000
                              1993                            $700,000
                              1994                            $700,000
                              1995                            $400,000
                              1996                            $400,000
                              1997                            $400,000
                              1998                            $400,000
                              1999                            $400,000
                              2000                            $400,000
                              2001                            $400,000
                              2002                            $400,000
                              2003                            $400,000

(leaving  the  principal  amount of $400,000 to be paid on the  Maturity  Date);
provided, however, that the principal amount of Bonds required to be redeemed on
any such date shall be reduced by the amount, if any, required to be paid by the
Borrower to the Bank on such  Payment  Date  pursuant to Section  l(a)(i) of the
Reimbursement Agreement.

         (g)  Notice  of  Redemption;  Selection  of Bonds to be  Redeemed.  Any
redemption either as a whole or in part, shall be made upon notice given by mail
at least 30 days (or, in the case of redemption on account of a Determination of
Taxability,  seven  (7) days)  prior to the date  fixed  for  redemption  to the
Registered Owners of Bonds to be redeemed;  provided, however, that failure duly
to give such  notice by mail to any  Registered  Owner,  or any defect  therein,
shall not affect the validity of the  proceedings  for the  redemption of any of
the other Bonds. On the date designated for redemption, notice having been given
as  provided  in the  Agreement,  the Bonds or  portions  thereof  so called for
redemption  shall become and be due and payable at the redemption price provided
for  redemption  of such Bonds or such  portions  thereof on such date,  and, if
moneys for payment of the redemption price and the accrued  interest  (excluding
Additional  Interest,  if any) shall be held by the Trustee or any paying agent,
all as  provided  in the  Agreement,  interest  on such  Bonds or such  portions
thereof  so called for  redemption  shall  cease to  accrue,  such Bonds or such
portions  thereof so called for  redemption  shall  cease to be  entitled to any
benefit or security  for  redemption  under the  Agreement,  and the  Registered
Owners  thereof  shall have no rights in respect of such Bonds or such  portions
thereof so called for  redemption  except to receive  payment of the  redemption
price  thereof and the accrued  interest so held by the Trustee or by any paying
agent.  If a  portion  of this  Bond  shall  be  called  for  redemption,  a new
registered Bond in principal amount equal to the unredeemed  portion hereof will
be issued to the Registered Owner upon the surrender hereof.

         If less than all of the Bonds shall be called for  redemption  pursuant
to the foregoing  subsections  (a), (c) or (f), the particular Bonds or portions
of Bonds to be redeemed shall be selected by the Trustee in the manner  provided
in Section 403 of the Agreement.  Notice of any redemption shall be given to the
extent, and in the manner, required by the Agreement.  That portion of this Bond
called for redemption  shall cease to bear interest on the specified  redemption
dated  provided  sufficient  moneys as described in the Agreement to redeem such
portion and to pay accrued  interest  (excluding  Additional  Interest,  if any)
thereon to the  redemption  date are on deposit  with the  Trustee at that time.
Thereafter such portion shall cease to be outstanding under the Agreement.

         7.  Acceleration.  In certain events as provided in the Agreement,  the
principal of all the Bonds then outstanding under the Agreement may become or be
declared due and payable  before their stated  maturity,  together with interest
accrued thereon.

         8. Additional  Provisions.  The Registered Owner shall have no right to
enforce the provisions of the Agreement or to institute or appear in proceedings
with  respect to the  Agreement  or its  enforcement  except as  provided in the
Agreement.  Modifications or alterations of the Agreement, or of any supplements
thereto, may be made only as provided by the Agreement.

         Reference is hereby made to the  Agreement,  the Letter of Credit,  the
Reimbursement  Agreement,  the  Standby  Credit  Agreement  and  the  Depositary
Agreement, each of which is on file and may be inspected during regular business
hours at the corporate  trust office of the Trustee,  for a  description  of the
security  for the Bonds  and for the  provisions  thereof  with  respect  to the
rights, limitations of rights, duties, obligations and immunities of the Issuer,
the Borrower,  the Trustee,  the Bank, the  Depositary and the Registered  owner
hereof.

         This Bond shall not constitute the personal obligation,  either jointly
or severally, of any director, officer, employee or agent of the Issuer.

         This Bond shall not be valid or  entitled  to any  security  or benefit
under the Agreement  until the certificate of  authentication  hereon shall have
been signed by the Trustee.

         IN WITNESS WHEREOF,  the  Massachusetts  Industrial  Finance Agency has
caused this Bond to be duly executed in its name,  and its corporate  seal to be
hereunto  manually  impressed or imprinted by  facsimile  and  attested,  by the
manual or facsimile  signature of its  Executive  Director,  Deputy  Director or
General Counsel, or by the Chairman of its Board of Directors.

(Seal or Facsimile)                      MASSACHUSETTS INDUSTRIAL FINANCE AGENCY


                                    By                                          
                       Executive Director/Deputy Director/General Counsel/
                       Chairman of its Board of Directors

                          CERTIFICATE OF AUTHENTICATION

        This Bond is one of the Bonds described in the aforementioned Agreement.

                                            THE FIRST NATIONAL BANK OF BOSTON,
                                                as Trustee


                                            By                                  
                                                Authorized Signature


<PAGE>


               NOTATIONS OF ELECTION TO CONVERT TO FLEXIBLE RATE.

        A.        From ____________, the Bond will bear interest at the rate of
 ____ percent (___%) per annum through-------------------.

                                            THE FIRST NATIONAL BANK OF BOSTON,
                                                as Trustee


                                            By                                  
                                                Authorized Signature


        B.        From ____________, the Bond will bear interest at the rate of
 ____ percent (___%) per annum through-------------------.

                                            THE FIRST NATIONAL BANK OF BOSTON,
                                                as Trustee


                                            By                                  
                                                Authorized Signature


        C.        From ____________, the Bond will bear interest at the rate of
 ____ percent (___%) per annum through-------------------.

                                            THE FIRST NATIONAL BANK OF BOSTON,
                                                as Trustee


                                            By                                  
                                                Authorized Signature



<PAGE>


               NOTATIONS OF ELECTION TO CONVERT TO ADJUSTABLE RATE

        A. From  ______________,  the Bond will bear interest at the  Adjustable
Rate until converted to the Flexible Rate or the Fixed Rate.

                                            THE FIRST NATIONAL BANK OF BOSTON,
                                                as Trustee


                                            By                                  
                                                Authorized Signature

        B. From  ______________,  the Bond will bear interest at the  Adjustable
Rate until converted to the Flexible Rate or the Fixed Rate.

                                            THE FIRST NATIONAL BANK OF BOSTON,
                                                as Trustee


                                            By                                 
                                                Authorized Signature

        C. From  ______________,  the Bond will bear interest at the  Adjustable
Rate until converted to the Flexible Rate or the Fixed Rate.

                                            THE FIRST NATIONAL BANK OF BOSTON,
                                                as Trustee


                                            By                                  
                                                Authorized Signature


<PAGE>


                      NOTATION OF CONVERSION TO FIXED RATE

        From  _________,  this  Bond will  bear  interest  at the rate of ______
percent (__%) per annum.

                                            THE FIRST NATIONAL BANK OF BOSTON,
                                                as Trustee


                                            By                                  
                                                Authorized Signature

                              SCHEDULE OF PAYMENTS

        NOTE:      At any time at the option of the Registered Owner this Bond
                   may be submitted tot he Trustee for endorsement showing the
                   balance of principal due thereon and the date to which
                   interest has been paid.

                                         Balance of         
            Date of Entry              Principal Due        
              ==========               =============               
              ----------               -------------               
 Date of which Interest Paid           Signature of Trustee
==============                         ================   
--------------                         ----------------


<PAGE>


                                   ASSIGNMENT

        FOR VALUE RECEIVED,                                   , the undersigned,
 hereby sells, assigns and transfers unto

Please insert Social Security or other identifying number of assignee

================================================================================
(please print or typewrite name and address including zip code of transferee)

--------------------------------------------------------------------------------

the within Bond and all rights thereunder and hereby irrevocably constitutes and
appoints

--------------------------------------------------------------------------------

attorney to transfer the within Bond on the books kept for registration thereof,
with full power of substitution in the premises.

Dated:_____________________

                                                    ----------------------------
                                                     NOTICE:  The  signature  to
                                                     this     assignment    must
                                                     correspond with the name as
                                                     it appears upon the face of
                                                     the  within  Bond in  every
                                                     particular,         without
                                                     alteration  or  enlargement
                                                     or any change whatever.

Signature Guarantee:


---------------------------------
Bank, Trust Company or Brokerage Firm


By______________________________
          Authorized Signature