Exhibit 10.1

PROMISSORY NOTE

3/30/04(Date)

FOR
VALUE RECEIVED, Neose Technologies, Inc.
a corporation located at the address stated below (Maker) promises, jointly and severally if more than one, to
pay to the order of General Electric Capital
Corporation or any subsequent holder hereof (each, a Payee) at its office located at 401 Merritt 7 Suite 23, Norwalk, CT 06851-1177
or at such other place as Payee or the holder hereof may designate, the
principal sum of Nine Hundred Forty-One
Thousand Four Hundred Fifty-Four  67/100 Dollars ($941,454.67),
with interest on the unpaid principal balance, from the date hereof through and
including the dates of payment, at a fixed interest rate of Eight and Nine
Hundredths percent (8.09%) per annum, to be paid in lawful money of the United
States, in Forty -Eight (48) consecutive monthly  installments of principal and interest as follows:

| | PeriodicInstallment |  | Amount |          
| | ------------------- |  | ------ | ---------
| |                     |  |        |          
| |                     |  |        |          
| | Thirty-Six (36)     |  | $      | 24,269.82
| | Eleven (11)         |  | $      | 18,621.34

each
(Periodic Installment) and a final installment which shall be in the amount
of the total outstanding principal and interest.  The first Periodic Installment shall be due and payable on 5/1/04
and the following Periodic Installments and the final installment shall be due
and payable on the same day of each succeeding month (each, a Payment
Date).  Such installments have been
calculated on the basis of a 360 day year of twelve 30-day months.  Each payment may, at the option of the
Payee, be calculated and applied on an assumption that such payment would be
made on its due date.

The
acceptance by Payee of any payment which is less than payment in full of all
amounts due and owing at such time shall not constitute a waiver of Payees
right to receive payment in full at such time or at any prior or subsequent
time.

The
Maker hereby expressly authorizes the Payee to insert the date value is
actually given in the blank space on the face hereof and on all related
documents pertaining hereto.

This
Note may be secured by a security agreement, chattel mortgage, pledge agreement
or like instrument (each of which is hereinafter called a Security Agreement).

Time
is of the essence hereof.  If any
installment or any other sum due under this Note or any Security Agreement is
not received within ten (10) days after its due date, the Maker agrees to pay,
in addition to the amount of each such installment or other sum, a late payment
charge of five percent (5%) of the amount of said installment or other sum, but
not exceeding any lawful maximum.  If
(i) Maker fails to make payment of any amount due hereunder within ten (10)
days after the same becomes due and payable; or  (ii) Maker is in default under, or fails to perform under any
term or condition contained in any Security Agreement, then the entire
principal sum remaining unpaid, together with all accrued interest thereon and
any other sum payable under this Note or any Security Agreement, at the
election of Payee, shall immediately become due and payable, with interest
thereon at the lesser of eighteen percent (18%) per annum or the highest rate
not prohibited by applicable law from the date of such accelerated maturity
until paid (both before and after any judgment).

Notwithstanding
anything to the contrary contained herein or in the Security Agreement, Maker
may not prepay in full or in part any indebtedness hereunder without the
express written consent of Payee in its sole discretion.

It
is the intention of the parties hereto to comply with the applicable usury
laws; accordingly, it is agreed that, notwithstanding any provision to the
contrary in this Note or any Security Agreement, in no event shall this Note or
any Security Agreement require the payment or permit the collection of interest
in excess of the maximum amount permitted by applicable law.  If any such excess interest is contracted
for, charged or received under this Note or any Security Agreement, or if all
of the principal balance shall be prepaid, so that under any of such
circumstances the amount of interest contracted for, charged or received under
this Note or any Security Agreement on the principal balance shall exceed the
maximum amount of interest permitted by applicable law, then in such event  (a) the provisions of this paragraph shall
govern and control,  (b) neither Maker nor
any other person or entity now or hereafter liable for the payment hereof shall
be obligated to pay the amount of such interest to the extent that it is in
excess of the maximum amount of interest permitted by applicable law,  (c) any such excess which may have been
collected shall be either applied as a credit against the then unpaid principal
balance or refunded to Maker, at the option of the Payee, and

---

---

(d)
the effective rate of interest shall be automatically reduced to the maximum
lawful contract rate allowed under applicable law as now or hereafter construed
by the courts having jurisdiction thereof. 
It is further agreed that without limitation of the foregoing, all
calculations of the rate of interest contracted for, charged or received under
this Note or any Security Agreement which are made for the purpose of
determining whether such rate exceeds the maximum lawful contract rate, shall
be made, to the extent permitted by applicable law, by amortizing, prorating,
allocating and spreading in equal parts during the period of the full stated
term of the indebtedness evidenced hereby, all interest at any time contracted
for, charged or received from Maker or otherwise by Payee in connection with
such indebtedness; provided, however, that if any applicable state law is
amended or the law of the United States of America preempts any applicable
state law, so that it becomes lawful for the Payee to receive a greater
interest per annum rate than is presently allowed, the Maker agrees that, on
the effective date of such amendment or preemption, as the case may be, the
lawful maximum hereunder shall be increased to the maximum interest per annum
rate allowed by the amended state law or the law of the United States of
America.

The
Maker and all sureties, endorsers, guarantors or any others (each such person,
other than the Maker, an Obligor)
who may at any time become liable for the payment hereof jointly and severally
consent hereby to any and all extensions of time, renewals, waivers or
modifications of, and all substitutions or releases of, security or of any
party primarily or secondarily liable on this Note or any Security Agreement or
any term and provision of either, which may be made, granted or consented to by
Payee, and agree that suit may be brought and maintained against any one or
more of them, at the election of Payee without joinder of any other as a party
thereto, and that Payee shall not be required first to foreclose, proceed
against, or exhaust any security hereof in order to enforce payment of this
Note.  The Maker and each Obligor hereby
waives presentment, demand for payment, notice of nonpayment, protest, notice
of protest, notice of dishonor, and all other notices in connection herewith,
as well as filing of suit (if permitted by law) and diligence in collecting
this Note or enforcing any of the security hereof, and agrees to pay (if
permitted by law) all expenses incurred in collection, including Payees actual
attorneys fees.  Maker and each Obligor
agrees that fees not in excess of twenty percent (20%) of the amount then due
shall be deemed reasonable.

Maker
hereby irrevocably authorizes and empowers the Prothonotary or Clerk, or any
attorney for any Court of record to appear for Maker in such Courts, at any
time, and confess a judgement against Maker, without process, in favor of any
holder hereof, without the filing of a declaration of default, with release of
errors, without stay of execution, for such amount as may appear from the face
hereof to be due hereunder (or, if such attorney so elects, for the amount
which may be due hereon as evidenced by an affidavit signed by a representative
of holder setting forth the amount then due) together with charges, attorneys
fees and costs as herein provided, and Maker hereby waives and releases all
benefits and relief from any and all appraisement, stay or exemption laws of
any state, now in force or hereafter to be passed.  If a copy hereof, verified by an affidavit, shall have been filed
in said proceeding, it shall not be necessary to file the original as a warrant
of attorney.  No single exercise of the
foregoing warrant and power to confess judgement shall be deemed to exhaust the
power, whether or not such exercise shall be held by any Court to be invalid,
voidable, or void, but the power shall continue undiminished and may be
exercised from time to time as often as the holder hereof shall elect, until
all sums payable or that may become payable hereunder by Maker have been paid
in full.

THE MAKER HEREBY UNCONDITIONALLY WAIVES ITS RIGHTS TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR
INDIRECTLY, THIS NOTE, ANY OF THE RELATED DOCUMENTS, ANY DEALINGS BETWEEN MAKER
AND PAYEE RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED
TRANSACTIONS, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN MAKER
AND PAYEE.  THE SCOPE OF THIS WAIVER IS
INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN
ANY COURT (INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH
OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.)  THIS WAIVER IS IRREVOCABLE MEANING THAT IT
MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO
ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS NOTE,
ANY RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS
TRANSACTION OR ANY RELATED TRANSACTION. 
IN THE EVENT OF LITIGATION, THIS NOTE MAY BE FILED AS A WRITTEN CONSENT
TO A TRIAL BY THE COURT.

This
Note and any Security Agreement constitute the entire agreement of the Maker
and Payee with respect to the subject matter hereof and supercedes all prior
understandings, agreements and representations, express or implied.

No
variation or modification of this Note, or any waiver of any of its provisions
or conditions, shall be valid unless in writing and signed by an authorized
representative of Maker and Payee.  Any
such waiver, consent, modification or change shall be effective only in the
specific instance and for the specific purpose given.

---

---

Any
provision in this Note or any Security Agreement which is in conflict with any
statute, law or applicable rule shall be deemed omitted, modified or altered to
conform thereto.

|             |  | Neose
  Technologies, Inc.                                      
|------------ |  | ----------------------------------------------------------------
|             |  |                                                                 
|             |  |                                                                 
|             |  |                                                                 
|             |  | By:                                                             
|             |  |                                                                 
|(Witness)    |  |                                                                 
|             |  | Name:  A. Brian Davis                                           
|             |  |                                                                 
|(Print name) |  |                                                                 
|             |  | Title:  Vice President, Finance                                 
|             |  |                                                                 
|(Address)    |  |                                                                 
|             |  | Federal Tax ID
  #:  13-3549286                                 
|             |  |                                                                 
|             |  | Address:   102
  Witmer Rd, Horsham, Montgomery County, PA 19044

---

---