Exhibit 10.2

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FINANCING
AGREEMENT

By and Among

MONTGOMERY COUNTY
INDUSTRIAL DEVELOPMENT AUTHORITY,

NEOSE
TECHNOLOGIES, INC.

and

BROWN BROTHERS
HARRIMAN & CO.

Dated February 23,
2004

Relating to

$1,000,000
Montgomery County Industrial Development Authority
Variable Rate Revenue Bonds
(Neose Technologies, Inc. Project)
Series 2004

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TABLE OF CONTENTS

|ARTICLE
  1.                         |                                                                      |   
|------------------------------------ | -------------------------------------------------------------------- | --
|DEFINITIONS                          | 3                                                                   
|                                     |                                                                      |   
|SECTION
  1.1                        | DEFINITIONS.                                                         | 3 
|SECTION
  1.2                        | RULES OF
  CONSTRUCTION.                                             | 6 
|                                     |                                                                      |   
|ARTICLE 2.                           |                                                                      |   
|AUTHORITY
  REPRESENTATIONS          | 7                                                                   
|                                     |                                                                      |   
|SECTION
  2.1                        | ORGANIZATION;
  AUTHORITY TO ISSUE BOND.                             | 7 
|SECTION
  2.2                        | AUTHORIZATION
  FOR FINANCING.                                       | 7 
|SECTION
  2.3                        | RESOLUTION.                                                          | 7 
|SECTION
  2.4                        | THE BOND.                                                            | 7 
|SECTION
  2.5                        | NO CONFLICT
  OR VIOLATION.                                          | 7 
|SECTION
  2.6                        | LITIGATION.                                                          | 8 
|SECTION
  2.7                        | NO REPEAL.                                                           | 8 
|SECTION
  2.8                        | LIMITATIONS
  ON THE REPRESENTATION AND WARRANTIES OF THE AUTHORITY. | 8 
|                                     |                                                                      |   
|ARTICLE 3.                           |                                                                      |   
|BORROWERS
  REPRESENTATIONS         | 9                                                                   
|                                     |                                                                      |   
|SECTION
  3.1                        | EXISTENCE;
  AUTHORITY.                                              | 9 
|SECTION
  3.2                        | AUTHORIZATION;
  NO CONFLICT OR VIOLATION.                           | 9 
|SECTION
  3.3                        | CONSENTS.                                                            | 9 
|SECTION
  3.4                        | LITIGATION
  OR PROCEEDINGS.                                         | 9 
|SECTION
  3.5                        | LEGAL AND
  BINDING OBLIGATION.                                      | 10
|SECTION
  3.6                        | TAX STATUS
  OF BOND.                                                | 10
|SECTION
  3.7                        | INFORMATION;
  NO FALSE STATEMENTS.                                  | 10
|                                     |                                                                      |   
|ARTICLE 4.                           |                                                                      |   
|BANK REPRESENTATIONS                 | 11                                                                  
|                                     |                                                                      |   
|SECTION
  4.1                        | INDEPENDENT
  INVESTIGATION.                                         | 11
|SECTION
  4.2                        | PURCHASE
  FOR OWN ACCOUNT.                                          | 11
|                                     |                                                                      |   
|ARTICLE 5.                           |                                                                      |   
|THE BOND                             | 12                                                                  
|                                     |                                                                      |   
|SECTION
  5.1                        | FORM; AMOUNT
  AND TERMS.                                            | 12
|SECTION
  5.2                        | PAYMENT AND
  DATING OF THE BOND.                                    | 12
|SECTION
  5.3                        | EXECUTION                                                            | 12
|SECTION
  5.4                        | TRANSFER,
  REGISTRATION AND EXCHANGE.                               | 13
|                                     |                                                                      |   
|ARTICLE 6.                           |                                                                      |   
|REDEMPTION
  OF BOND BEFORE MATURITY | 14                                                                  
|                                     |                                                                      |   
|SECTION
  6.1                        | REDEMPTION
  OF THE BOND.                                            | 14
|                                     |                                                                      |   
|ARTICLE 7.                           |                                                                      |   
|ISSUE OF BOND                        | 16                                                                  

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|SECTION
  7.1                           | SALE AND
  PURCHASE OF THE BOND; LOAN OF PROCEEDS; APPLICATION OF PROCEEDS. | 16
|--------------------------------------- | --------------------------------------------------------------------------- | --
|SECTION
  7.2                           | DELIVERY OF
  THE BOND.                                                     | 16
|SECTION
  7.3                           | DISPOSITION
  OF PROCEEDS OF THE BOND.                                      | 17
|                                        |                                                                             |   
|ARTICLE 8.                              |                                                                             |   
|LOAN PAYMENTS
  AND ADDITIONAL SUMS     | 18                                                                         
|                                        |                                                                             |   
|SECTION
  8.1                           | LOAN
  PAYMENTS.                                                            | 18
|SECTION
  8.2                           | PAYMENT OF
  FEES, CHARGES AND EXPENSES.                                    | 18
|SECTION
  8.3                           | MAINTENANCE
  OF LOAN ACCOUNT.                                              | 19
|SECTION
  8.4                           | REPAYMENT.                                                                  | 19
|SECTION
  8.5                           | NO
  ABATEMENT OR SETOFF.                                                   | 19
|                                        |                                                                             |   
|ARTICLE 9.                              |                                                                             |   
|[INTENTIONALLY
  OMITTED]               | 21                                                                         
|                                        |                                                                             |   
|ARTICLE 10.                             |                                                                             |   
|COVENANTS
  AND AGREEMENTS OF AUTHORITY | 22                                                                         
|                                        |                                                                             |   
|SECTION
  10.1                          | PAYMENT OF
  THE BOND.                                                      | 22
|SECTION
  10.2                          | TAX COVENANT.                                                               | 22
|SECTION
  10.3                          | PERFORMANCE
  OF COVENANTS.                                                 | 22
|SECTION
  10.4                          | PRIORITY OF
  PLEDGE.                                                       | 22
|SECTION
  10.5                          | RIGHTS
  UNDER AGREEMENT.                                                   | 22
|SECTION
  10.6                          | ASSIGNMENT
  TO BANK; SECURITY AGREEMENT.                                   | 23
|SECTION
  10.7                          | INSTRUMENTS
  OF FURTHER ASSURANCE.                                         | 23
|SECTION
  10.8                          | CONTINUED
  EXISTENCE, ETC.                                                 | 23
|SECTION
  10.9                          | GENERAL
  COMPLIANCE WITH ALL DUTIES.                                       | 23
|SECTION
  10.10                         | ENFORCEMENT
  OF DUTIES AND OBLIGATIONS OF THE BORROWER.                    | 23
|SECTION
  10.11                         | NON-DISCRIMINATION.                                                         | 24
|SECTION
  10.12                         | INSPECTION
  OF BOOKS.                                                      | 24
|                                        |                                                                             |   
|ARTICLE 11.                             |                                                                             |   
|COVENANTS
  OF THE BORROWER             | 26                                                                         
|                                        |                                                                             |   
|SECTION
  11.1                          | BOND NOT TO
  BECOME TAXABLE.                                               | 26
|SECTION
  11.2                          | DEFICIENCIES
  IN REVENUES.                                                 | 26
|SECTION
  11.3                          | FURTHER
  ASSURANCES; FINANCING STATEMENTS.                                 | 26
|SECTION
  11.4                          | USE OF
  PROJECT FACILITIES.                                                | 27
|SECTION
  11.5                          | MORTGAGE.                                                                   | 27
|SECTION
  11.6                          | LIQUIDITY;
  ADDITIONAL COLLATERAL; GRANT OF SECURITY INTEREST.             | 27
|SECTION
  11.7                          | CREDIT AGREEMENT.                                                           | 27
|                                        |                                                                             |   
|ARTICLE 12.                             |                                                                             |   
|LIMITED OBLIGATION                      | 28                                                                         
|                                        |                                                                             |   
|ARTICLE 13.                             |                                                                             |   
|EVENTS OF DEFAULT
  AND REMEDIES        | 29                                                                         
|                                        |                                                                             |   
|SECTION
  13.1                          | EVENTS OF
  DEFAULT.                                                        | 29
|SECTION
  13.2                          | ACCELERATION.                                                               | 30

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|SECTION
  13.3            | LEGAL
  PROCEEDINGS BY BANK.                                                                                            | 31
|------------------------- | ----------------------------------------------------------------------------------------------------------------------- | --
|SECTION
  13.4            | APPLICATION
  OF MONEYS.                                                                                                | 31
|SECTION
  13.5            | INTENTIONALLY
  OMITTED.                                                                                                | 32
|SECTION
  13.6            | WAIVERS OF
  EVENTS OF DEFAULT; RESCISSION OF DECLARATION OF MATURITY.                                                  | 32
|SECTION
  13.7            | ADDITIONAL
  REMEDIES.                                                                                                  | 32
|                          |                                                                                                                         |   
|ARTICLE 14.               |                                                                                                                         |   
|AMENDMENTS TO
  AGREEMENT | 33                                                                                                                     
|                          |                                                                                                                         |   
|SECTION
  14.1            | AMENDMENTS
  TO AGREEMENT.                                                                                              | 33
|                          |                                                                                                                         |   
|ARTICLE 15.               |                                                                                                                         |   
|MISCELLANEOUS             | 33                                                                                                                     
|                          |                                                                                                                         |   
|SECTION
  15.1            | LIMITATION
  OF RIGHTS.                                                                                                 | 33
|SECTION
  15.2            | SEVERABILITY.                                                                                                           | 33
|SECTION
  15.3            | NOTICES.                                                                                                                | 33
|SECTION
  15.4            | ACTS OF
  OWNER OF THE BOND.                                                                                            | 34
|SECTION
  15.5            | EXCULPATION
  OF AUTHORITY.                                                                                             | 35
|SECTION
  15.6            | INDEMNIFICATION
  CONCERNING THE PROJECT FACILITIES; ACCURACY OF APPLICATION AND INFORMATION IN
  CONNECTION THEREWITH. | 35
|SECTION
  15.7            | COUNTERPARTS.                                                                                                           | 36
|SECTION
  15.8            | NO PERSONAL
  RECOURSE.                                                                                                 | 37
|SECTION
  15.9            | PAYMENT OF
  EXPENSES.                                                                                                  | 37
|SECTION
  15.10           | TERMINATION.                                                                                                            | 37
|SECTION
  15.11           | SET-OFF.                                                                                                                | 37
|SECTION
  15.12           | JUDICIAL
  PROCEEDINGS.                                                                                                 | 38
|SECTION
  15.13           | AUTHORIZATION
  OF AGREEMENT; AGREEMENT TO CONSTITUTE CONTRACT.                                                         | 39

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FINANCING AGREEMENT

FINANCING
AGREEMENT dated February, 23, 2004 (the Agreement) is made by and among NEOSE
TECHNOLOGIES, INC., a corporation organized and existing by virtue of the laws
of the State of Delaware (the Borrower), the MONTGOMERY COUNTY INDUSTRIAL
DEVELOPMENT AUTHORITY (the Authority), a body corporate and politic and a
public instrumentality of the Commonwealth of Pennsylvania (the
Commonwealth), and BROWN BROTHERS HARRIMAN & CO., a private bank
organized as a partnership (the Bank).

WITNESSETH:

WHEREAS,
the Authority was created and exists under the provisions of the Pennsylvania
Economic Development Financing Law, as from time to time amended (hereinafter
referred to collectively as the Act), and is empowered under the Act to
acquire, by purchase or otherwise, any lands or interest therein or other
property for any project and to enter into contracts with respect to the
financing of any project; and

WHEREAS,
the Authority has heretofore issued its Variable Rate Demand Revenue Bonds
(Neose Technologies, Inc. Project) Series A of 1997, in the original aggregate
principal amount of $1,000,000 (the Prior Bonds), all of which are currently
outstanding, the proceeds of which were
applied to pay the costs of a project (the 1997 Project) on behalf of the
Borrower consisting generally of the acquisition, construction and equipping of
the Borrowers facility located on approximately 4.0 acres in Horsham Township,
Montgomery County Pennsylvania, to be occupied and operated by the Borrower for
manufacturing purposes (the Project Facilities); and

WHEREAS,
the Authority desires to undertake a refunding program (the Refunding
Program) to refinance the outstanding Prior Bonds through the issuance and
sale by the Authority of its Variable Rate Revenue Bond (Neose Technologies,
Inc. Project), Series 2004 (the Bond), for the purpose of paying amounts due
in respect of the principal of the Prior Bonds upon the optional redemption
thereof as permitted in accordance with the terms thereof; and

WHEREAS,
the Bond is being issued pursuant to the Act and a resolution of the Authority
adopted on February 12, 2004 (the Resolution); and

WHEREAS,
the Authority intends to sell the Bond to the Bank at the face amount thereof
and to lend the proceeds from the sale of the Bond to the Borrower to pay the
amount due by the Borrower in respect of the redemption on February 23, 2004 of
the Prior Bonds (such loan being hereinafter referred to as the Loan), which loan will be repaid by the
Borrower in accordance with the terms hereof; and

WHEREAS,
payment of the Bond will be secured by an assignment of the Authoritys rights
hereunder (other than its rights to payment of certain fees and expenses and to
indemnification) to the Bank and its successors and assigns; and

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WHEREAS,
the obligations of the Borrower hereunder will be secured by a mortgage lien on
the land and improvements comprising the Project Facilities pursuant to an
Open-End Mortgage and Security Agreement dated as of the date hereof (the
Mortgage); and

WHEREAS,
the obligations of the Borrower hereunder will be further secured by a General
Security Agreement dated as of the date hereof (the Security Agreement) on
all assets of Borrower other than (a) GE Equipment (as defined in the Credit
Agreement), and (b) equipment financed pursuant to Section 5.11(c) of the
Credit Agreement (the Equipment); and

WHEREAS,
all acts and things have been done and performed which are necessary to make
the Bond, when executed and delivered by the Authority, the legal, valid and
binding limited obligation of the Authority in accordance with its terms and to
make this Agreement a valid and binding agreement;

NOW,
THEREFOR, in consideration of the purchase and acceptance of the Bond by the
Bank and of the mutual covenants and agreements herein contained, and intending
to be legally bound, the parties hereby agree as follows:

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ARTICLE 1.
DEFINITIONS

| | SECTION 1.1 | Definitions.
| | ----------- | ------------

In
this Agreement and any supplement hereto (except as otherwise expressly
provided), the following words and terms shall have the meanings specified in
the foregoing recitals:

|ACT          | LOAN              
|------------ | ------------------
|AGREEMENT    | MORTGAGE          
|AUTHORITY    | PRIOR BONDS       
|BANK         | PROJECT FACILITIES
|BOND         | REFUNDING PROGRAM 
|BORROWER     | RESOLUTION        
|COMMONWEALTH | SECURITY AGREEMENT
|EQUIPMENT    | 1997 Project      

In
addition, the following words and terms shall have the following meanings, unless
a different meaning clearly appears from the context:

AUTHORIZED
OFFICER means in the case of the Authority, the Chairperson, Vice Chairman or
Secretary or Treasurer of the Authority or any other individual or individuals
duly authorized in writing by the Authority to act on its behalf, and in the
case of the Borrower, the individuals duly authorized by the Borrower to act on
its behalf as provided in the certificate delivered in accordance with Section
7.2(b) hereof.

BOND
COUNSEL means Counsel having a national reputation in the field of municipal
and tax-exempt finance whose opinions are generally accepted by purchasers of
municipal bonds and who are reasonably satisfactory to the Authority and the
Bank.

BUSINESS
DAY means any day other than (i) a Saturday or Sunday or a legal holiday, or
(ii) a day on which banking institutions located in the Commonwealth are
required or authorized by law or executive order to be closed for commercial
banking purposes, or (iii) any other day on which the Banks office in
Philadelphia, Pennsylvania, is not open for banking business.

CODE
means the Internal Revenue Code of 1986, as amended, and all applicable
regulations promulgated thereunder.

COUNSEL
means an attorney or firm of attorneys duly admitted to the practice of law
before the highest court of any state in the United States of America or the
District of Columbia.

CREDIT
AGREEMENT means the Credit Agreement dated as of January 30, 2004, by and
between the Borrower and the Bank. 
References herein to the Credit Agreement or to matters permitted
under or provided in (or similar language) the Credit Agreement shall be
construed or determined by reference to the Credit Agreement as in effect on
the date of this

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Agreement without regard
to any amendment or supplement thereto or any waiver or consent provided by the
Bank thereunder (except as expressly consented to by the Bank).

DETERMINATION
OF TAXABILITY means (a) the enactment of legislation or promulgation of
regulation, rule or order of the Internal Revenue Service to or with the effect
that interest payable on the Bond is includable in the gross income of the Bank
under the federal income tax laws, any such determination being deemed to have
occurred on the effective date of such legislation; or (b) receipt by the
Borrower, the Authority or the Bank of notice that the Commissioner of Internal
Revenue or any district director of the Internal Revenue Service, based upon
filings of the Borrower, any review or audit of the Borrower, or any ground
whatsoever, shall have determined that a Taxable Event has occurred; provided
that the Borrower shall have been afforded a reasonable opportunity to appeal
such determination, but only so long as (i) the Borrower shall diligently
pursue such appeal, and (ii) the Borrower shall provide the Bank with
reasonable assurance of payment of all obligations to the Bank in connection
with the Bond as a result of an adverse determination of such appeal, and (iii)
the prosecution of such appeal does not otherwise adversely affect the Bank in
the Banks reasonable judgment; or (c) issuance of a published or private
ruling or a technical advice memorandum by the Internal Revenue Service, or a
determination by any court of competent jurisdiction, that the interest payable
on the Bond is includable for federal income tax purposes in the gross income
of the Bank (except as aforesaid); or (d) an opinion of Bond Counsel addressed
to the Bank that such Bond Counsel cannot conclude that the interest on the
Bond qualifies as exempt income under Section 103 of the Code; provided,
however, that the Borrower shall have been given thirty (30) days notice and
an opportunity to consult with such Bond Counsel.

EVENT
OF DEFAULT means any of the events enumerated in Section 13.1.

EVENT
OF TAXABILITY means a change in law or fact, or the interpretation thereof, or
the occurrence or recognition of a fact, circumstance or situation which causes
or could cause the loss of the exclusion from gross income provided under
Section 103(a) of the Code for interest on the Bond, other than by reason of
the recipient being or becoming a substantial user or a related person to a
substantial user within the meaning of Section 147(a) of the Code.

FINANCIAL
ASSETS means all cash, cash equivalents, savings deposits, bank accounts,
investment accounts, certificates of deposit, time deposits, money market
accounts and marketable securities belonging to Borrower.

FINANCING
DOCUMENTS means this Agreement, the Mortgage, the Security Agreement and the
Tax Agreement.

GAAP
means generally accepted accounting principles and practices applied on a
consistent basis.

INDEBTEDNESS
means, as to any Person at any time, any and all indebtedness, obligations or
liabilities (whether matured or unmatured, liquidated or unliquidated, direct
or indirect, absolute or contingent, or joint or several) of such Person for or
in respect of: (i) borrowed money, (ii) amounts raised under or liabilities in
respect of any note purchase or acceptance credit facility, (iii) reimbursement
obligations under any letter of credit, currency

4

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swap agreement, interest
rate swap, cap, collar or floor agreement or other interest rate management
device, (iv) any other transaction (including forward sale or purchase
agreements, capitalized leases and conditional sales agreements) having the
commercial effect of a borrowing of money entered into by such Person to finance
its operations or capital requirements (but not including trade payables and
accrued expenses incurred in the ordinary course of business which are not
represented by a promissory note or other evidence of indebtedness), or (v) any
guaranty of Indebtedness of any other Person.

INDEMNIFIED
PARTIES means the Commonwealth, the Authority, the Bank, any Person who
controls the Authority and the Bank, within the meaning of Section 15 or
Section 20 of the Securities Act of 1933, as amended, any member, officer,
director, official, employee, agent or attorney of the Authority and the Bank
(including any partner of the Bank) and their respective executors,
administrators, heirs, successors and assigns.

INTEREST
PAYMENT DATE means the last day of each March, June, September and December of
each year, commencing March 31, 2004.

LIQUIDITYmeans all Financial Assets in the
control, custody and/or possession of Bank.

LOAN
ACCOUNT has the meaning set forth in Section 8.3 hereof.

MORTGAGED PROPERTY means the real property of Borrower subject to the lien of
the Mortgage.

OBLIGOR
means the Borrower.

OUTSTANDING
means, as of the time in question, the Bond issued and delivered under this
Agreement, except all or any portion of the principal amount thereof, as the
case may be, such as:

(a)          is
cancelled or required to be cancelled under the terms of this Agreement; or

(b)          in
substitution for which another Bond has been authenticated and delivered
pursuant hereto; or

(c)          is
paid in part without presentation and surrender of the Bond in accordance with
Section 6.1(f) hereof (but only to the extent of such payments).

PERSON
means any natural person, firm, association, corporation, limited liability
company, partnership or public body.

REGULATIONS
means the United States Treasury Regulations and any pertinent Revenue Rulings,
Revenue Procedures, Notices or Announcements promulgated by the Secretary of
the Treasury of the United States or by the Internal Revenue Service.

RESERVED
RIGHTS means the rights of the Authority to (1) execute and deliver
supplements and amendments to this Agreement pursuant to Section 14.1 hereof,
(2) be held

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harmless and indemnified
pursuant to Section 15.6 hereof, (3) receive any funds for its own use, whether
as administration fees pursuant to Section 8.2 or reimbursement or
indemnification pursuant to Section 15.6 hereof, (4) receive notices and other
documents, and (5) provide any consent, acceptance or approval with respect to
matters as provided herein.

TAX
AGREEMENT means the Tax Certificate and Agreement executed by the Authority
and the Borrower, concurrently with the delivery of the Bond, relating to the
expectations of the Authority and the Borrower with respect to the expenditure
of the proceeds of the Bond and the compliance by the Authority and the
Borrower with the provisions of the Code as required to ensure the exclusion
from gross income for federal income tax purposes of the interest on the Bond.

TAXABLE
EVENT means the application of the proceeds of the Bond in such manner, or the
occurrence or non-occurrence of any other event (except the enactment of
legislation described in clause (a) of the definition of Determination of
Taxability above), whether within or without the control of the Borrower, with
the result that, under the Code, the interest on the Bond is or becomes
includable in the gross income for federal income tax purposes of the Bank
(except as aforesaid).

| | SECTION 1.2 | Rules of Construction.
| | ----------- | ----------------------

In this Agreement (except as otherwise expressly
provided), the following rules shall apply unless a different meaning clearly
appears from the context:

(a)          This
Agreement shall be governed by and construed in accordance with the laws of the
Commonwealth.

(b)          The
section and other headings contained in this Agreement and the table of
contents preceding this Agreement are for reference purposes only and shall not
control or affect the construction of this Agreement or the interpretation
thereof in any respect.

(c)          Unless
the context of this Agreement clearly requires otherwise, references to the
plural include the singular, the singular the plural, and the part the
whole.  The words hereof, herein,
hereunder and similar terms in this Agreement refer to this Agreement as a
whole and not to a particular provision of this Agreement.

(d)          Words
importing the singular number include the plural number and vice versa; and all
words importing the masculine gender include the feminine gender.

(e)          All
references herein to financial or accounting terms, except as the context may
clearly otherwise require, shall be construed in accordance with GAAP.

(f)          All
references to the time of any day shall mean Eastern Standard or Daylight
Savings Time, as prevailing on the applicable date in Philadelphia,
Pennsylvania.

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ARTICLE 2.
AUTHORITY REPRESENTATIONS

The
Authority represents and warrants as follows:

| | SECTION 2.1 | Organization; Authority To Issue
  Bond.
| | ----------- | ----------------------------------------

The
Authority is a public corporation and instrumentality of the Commonwealth, duly
organized, established and existing under the laws of the Commonwealth,
particularly the Act.  The Authority is
authorized to issue the Bond in accordance with the Act and to use the proceeds
thereof to make the Loan.

| | SECTION 2.2 | Authorization for Financing.
| | ----------- | ----------------------------

The
Authority has complied with the provisions of the Act and has full power and
authority pursuant to the Act to consummate all transactions contemplated by
this Agreement, the Bond, the Resolution, and any and all agreements relating
thereto and to perform its obligations thereunder and to issue, sell and
deliver the Bond to the Bank as provided herein.

| | SECTION 2.3 | Resolution.
| | ----------- | -----------

Pursuant
to the Resolution adopted by the Authority and still in force and effect, the Authority
has duly authorized the execution, delivery and due performance of this
Agreement and the Bond and the Authority has duly authorized the taking of any
and all action as may be required on the part of the Authority pursuant to the
express provisions of this Agreement to perform, give effect to and consummate
the transactions contemplated by this Agreement and all approvals necessary in
connection with the foregoing have been received.

| | SECTION 2.4 | The Bond.
| | ----------- | ---------

When
the Bond is issued, transferred and delivered in accordance with the provisions
of this Agreement, the Bond will have been duly authorized, executed, issued
and delivered and will constitute the valid and special and limited obligation
of the Authority payable solely from the revenues and other monies derived by
the Authority from this Agreement.  The
Bond shall not be in any way a debt or liability of the Commonwealth or any
political subdivision thereof, except the non-recourse obligation of the
Authority, and shall not create or constitute any indebtedness, liability or
obligation of the Commonwealth or of any political subdivision thereof, except
the nonrecourse obligation of the Authority, either legal, moral or
otherwise.  The Bond does not now and
shall never constitute a charge against the general credit of the Authority.

| | SECTION 2.5 | No Conflict or Violation.
| | ----------- | -------------------------

The
execution and delivery of this Agreement and the Bond and compliance with the
provisions thereof, will not conflict with or constitute on the part of the Authority
a violation of the Constitution of the Commonwealth or violation, breach of or
default under its By-Laws or any statute, indenture, mortgage, deed of trust,
note agreement or other agreement or instrument to which the Authority is a
party or by which the Authority is bound, or, to the knowledge of the
Authority, any order, rule or regulation of any court or governmental agency or
body having

7

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jurisdiction over the
Authority or any of its activities or properties, and all consents, approvals,
authorizations and orders of governmental or regulatory authorities which are
required to be obtained by the Authority for the consummation of the
transactions contemplated thereby have been obtained.

| | SECTION 2.6 | Litigation.
| | ----------- | -----------

There
is no action, suit, proceeding or investigation at law or in equity or before
or by any court, public board or body pending or threatened against or
affecting the Authority, or, to the best knowledge of the Authority, any basis
therefor, wherein an unfavorable decision, ruling or finding would adversely
affect the transactions contemplated hereby, or which in any way would contest
or adversely affect the validity of the Bond or this Agreement or the power of
the Authority for the issuance of the Bond, the validity of the Resolution, the
validity of, or power of the Authority to execute and deliver, any agreement or
instrument to which the Authority is a party and which is used or contemplated
for use in consummation of the transactions contemplated hereby or the right of
the Authority to finance the 1997 Project.

| | SECTION 2.7 | No Repeal.
| | ----------- | ----------

No
authority or proceedings for the issuance of the Bond or documents executed in
connection therewith has been repealed, revoked, rescinded or superseded.

| | SECTION 2.8 | Limitations on the Representation
  and Warranties of the Authority.
| | ----------- | --------------------------------------------------------------------

The
Authority makes no representation as to (a) the financial position or business
condition of the Borrower, (b) the value of the Project Facilities or the
Mortgaged Property, or their suitability for any particular purpose or (c) the
correctness, completeness or accuracy of any of the statements, materials
(financial or otherwise), representations or certifications furnished or to be
made by the Borrower in connection with the sale or transfer of the Bond, the
execution and delivery of this Agreement or the consummation of the
transactions contemplated hereby.

8

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ARTICLE 3.
BORROWERS REPRESENTATIONS

The
Borrower represents and warrants that all of the representations and warranties
of the Borrower set forth in the Credit Agreement, which representations and
warranties are incorporated herein by reference, are true and correct as of the
date hereof.  The Borrower further
represents and warrants as follows:

| | SECTION 3.1 | Existence; Authority.
| | ----------- | ---------------------

Borrower
is a corporation duly incorporated, validly existing and in good standing under
the laws of the State of Delaware. 
Borrower has all requisite corporate power and authority, corporate and
otherwise, to conduct its business and to own its properties and is duly
qualified as a foreign corporation in good standing in all jurisdictions in
which its failure so to qualify could have a material adverse effect on its
financial condition, operations or business prospects.  Borrower does not have any subsidiaries or
affiliates, or in the past five years has not used any trade or other
fictitious names.

| | SECTION 3.2 | Authorization; No Conflict or
  Violation.
| | ----------- | ------------------------------------------

The
execution, delivery and performance by Borrower of the Financing Documents have
been duly authorized by all necessary corporate action, and do not and will not
violate any current provision of any government regulation or statute material
to the on-going operation of Borrowers business or of the charter or by-laws
of Borrower or result in a breach of, or constitute a default under any
indenture, instrument or other material agreement to which Borrower is a party
or by which it or its properties may be bound or affected, or result in the
creation or imposition of any lien, charge or other security interest or
encumbrance of any nature whatsoever upon any of the property or assets of
Borrower, other than as contemplated by the Mortgage and the Security
Agreement.

| | SECTION 3.3 | Consents.
| | ----------- | ---------

No
authorization, consent, approval, license, exemption by or filing or
registration with any court or governmental department, commission, board
(including the Board of Governors of the Federal Reserve System), bureau,
agency or instrumentality is or will be necessary for the valid execution,
delivery or performance by Borrower of any Financing Document.

| | SECTION 3.4 | Litigation or Proceedings.
| | ----------- | --------------------------

Except
as described in the financial statements of the Borrower heretofore provided to
the Bank or as otherwise disclosed in writing to the Bank, there is no action,
suit, proceeding or investigation at law or in equity before or by any court,
arbitration board or tribunal, public board or body pending or, to the best
knowledge of the Borrower, threatened against or affecting any Obligor, or, to
the best knowledge of the Borrower, any basis therefor, wherein an unfavorable
decision, ruling or finding would (i) adversely affect in a material way the
transactions contemplated by the Financing Documents, or any other agreement or
instrument to which any Obligor is a party, which is used or contemplated for
use in the consummation of the transactions contemplated by the Financing
Documents, or (ii) adversely affect the
exemption of interest on

9

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the Bond from federal
income taxation or any state tax-exemption applicable thereto, or (iii)
adversely affect in any material way the financial condition, operations or
business prospects of Borrower.

| | SECTION 3.5 | Legal and Binding Obligation.
| | ----------- | -----------------------------

This
Agreement constitutes, and each of the other Financing Documents to which
Borrower is a party, when duly executed and delivered will constitute, valid
and legally binding obligations of Borrower, enforceable in accordance with
their terms except as such enforceability may be limited by bankruptcy,
insolvency or similar laws affecting the enforcement of creditors rights
generally and except to the extent that the enforceability thereof may be
limited by the application of general principles of equity.

| | SECTION 3.6 | Tax Status of Bond.
| | ----------- | -------------------

The
Borrower has not taken any action and knows of no action that any Person has
taken or intends to take, and will not take or permit any Person to take, which
would cause interest on the Bond to be includable in the gross income of the
Bank for federal income tax purposes.

| | SECTION 3.7 | Information; No False Statements.
| | ----------- | ---------------------------------

All
information heretofore furnished by Borrower to Bank in writing for purposes of
or in connection with this Agreement or the Bond or the borrowing contemplated
hereby or thereby is true and accurate in all material respects or, in the case
of projections, based upon reasonable estimates, on the date as of which such
information is stated or certified.  No
representation or warranty contained herein or in any certificate or other
document furnished by Borrower pursuant to this Agreement contains any untrue
statement of material fact or omits to state a material fact necessary to make
such representation or warranty not misleading in light of the circumstances
under which it was made.

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ARTICLE 4.
BANK REPRESENTATIONS

The
Bank represents and warrants as follows:

| | SECTION 4.1 | Independent Investigation.
| | ----------- | --------------------------

The
Bank has made an independent investigation and evaluation of the financial
position and business condition of the Obligor and the value of the Mortgaged
Property or has caused such investigation and evaluation to be made by Persons
it deems competent to do so.  All
information relating to the business and affairs of the Obligor that the Bank
has requested in connection with the transactions referred to herein have been
provided to the Bank.  The Bank hereby
expressly waives the right to receive such information from the Authority and
relieves the Authority and its agents, representatives and attorneys of any
liability for failure to provide such information or for the inclusion in such
information or in any of the documents, representations or certifications to be
provided by the Borrower under this Agreement of any untrue fact or for the
failure therein to include any fact.

| | SECTION 4.2 | Purchase for Own Account.
| | ----------- | -------------------------

The
Bank is purchasing the Bond for its own account, with the purpose of investment
and not with the intention of distribution or resale thereof.  The Bond will not be sold unless registered
in accordance with the rules and regulations of the Securities and Exchange
Commission or unless the Authority is furnished with an opinion of Counsel or a
No Action letter from the Securities and Exchange Commission that such
registration is not required.

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ARTICLE 5.
THE BOND

| | SECTION 5.1 | Form; Amount and Terms.
| | ----------- | -----------------------

(a)          In
order to provide funds for the Refunding Program, the Bond is hereby authorized
to be issued in the aggregate principal amount of $1,000,000, and shall be
issued as a fully registered Bond, without coupons, substantially in the form
set forth as Exhibit A hereto, with
appropriate insertions and deletions. 
The Bond shall be issued in a single denomination equal to the entire
principal amount thereof.

(b)          The
Bond shall mature on March 31, 2014, shall be subject to optional and mandatory
redemption prior to maturity as provided in Section 6.1 hereof and in the Bond
and shall bear interest from and including the date thereof, or from the most
recent Interest Payment Date to which interest has been fully paid or provided,
until payment of the principal thereof shall have been made in accordance with
the provisions thereof.  Principal of
and interest on the Bond shall be paid as provided for in the form thereof set
forth as Exhibit A hereto and made a part hereof, and as otherwise set forth
in this Agreement.

| | SECTION 5.2 | Payment and Dating of the Bond.
| | ----------- | -------------------------------

Principal
of the Bond shall be payable to the Bank upon presentation and surrender of the
Bond at the principal office of the Borrower on the maturity date shown
thereon.  Interest on the Bond shall be
payable on each Interest Payment Date in the manner provided in Section 8.1(c)
hereof.  The Bond shall bear interest on
overdue principal and, to the extent permitted by law, on overdue interest, at
a rate of 2% (200 basis points) in excess of the rate otherwise applicable to
the Bond (the Default Rate).  Payment as aforesaid shall be made in such
coin or currency of the United States of America as, at the respective times of
payment, shall be legal tender for the payment of public and private debts.

The
Bond shall be dated the date of delivery thereof.

| | SECTION 5.3 | Execution
| | ----------- | ---------

(a)          The
Bond shall be executed on behalf of the Authority by its Chairperson or Vice
Chairman by his or her manual or facsimile signature, and the corporate seal of
the Authority or a facsimile thereof shall be impressed thereon or affixed
thereto and attested by its Secretary or Assistant Secretary by his or her
manual or facsimile signature.  In case
any officer whose signature (or facsimile thereof) shall appear on the Bond
shall cease to be such officer before the delivery of the Bond, such signature
or such facsimile shall nevertheless be valid and sufficient for all purposes,
the same as if such officer had remained in office until delivery.

(b)          The
Bond shall not be valid or obligatory for any purpose unless and until the
Certificate of Authentication attached thereto shall have been duly executed by
the Borrower.  The executed certificate
of the Borrower upon the Bond shall be conclusive evidence that the Bond has
been authenticated and delivered hereunder. 
The Borrower is hereby authorized and empowered to authenticate the Bond
on the date of execution hereof and to deliver the Bond to

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the Bank thereof upon
receipt of the purchase price therefor in accordance with Section 7.3 hereof.

| | SECTION 5.4 | Transfer, Registration and
  Exchange.
| | ----------- | --------------------------------------

The
Borrower shall keep at its principal office books for the registration and for
the transfer of the Bond in accordance with the requirements of Section 149 of
the Code at all times while the Bond remains Outstanding.  The Bond shall be transferable only upon
such books by the owner thereof, in person or by its attorney duly authorized
in writing, upon surrender thereof together with a written instrument of
transfer satisfactory to the Borrower and duly executed by the owner or by its
duly authorized attorney.  Upon surrender
for transfer of the Bond at the principal office of the Borrower, the Authority
shall execute and the Borrower shall deliver in the name of the transferee a
new fully registered Bond, with appropriate insertions and deletions, for the
aggregate Outstanding principal amount thereof.  Upon the transfer of the Bond under this Section, the Authority
and the Borrower may require payment of a sum sufficient to cover any tax, fee
or other governmental charge that may be imposed in relation thereto and any
other expenses connected therewith.

The
Authority and the Borrower may deem and treat the person in whose name the Bond
is registered as the absolute owner thereof, whether the Bond shall be overdue
or not, for the purpose of receiving payment of, or on account of, the
principal of the Bond and for all other purposes, and all such payments so made
to the owner or upon its order shall be valid and effectual to satisfy and
discharge the liability upon the Bond to the extent of the sum or sums so paid,
and neither the Authority, nor the Borrower shall be affected by any notice to
the contrary.

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ARTICLE 6.
REDEMPTION OF BOND BEFORE MATURITY

| | SECTION 6.1 | Redemption of the Bond.
| | ----------- | -----------------------

(a)          Optional
Redemption; Notice.  The Bond shall
be subject to optional redemption by the Authority, at the written direction of
the Borrower, in whole or in part (but if in part in the principal amount of
$100,000 or integral multiples of $5,000 in excess thereof), on any interest
Payment Date, at a price equal to 100% of the principal amount thereof to be
redeemed, together with accrued interest to the date of redemption, subject to
the provisions of subsection (f) below. 
The Borrower shall provide the Bank with notice of the date of any
optional redemption pursuant to this Section 6.1 (a) and the principal amount
of the Bond to be redeemed, sent to the Bank in accordance with Section 15.3
hereof at least ten (10) days before such redemption date.  On each such redemption date, payment of the
redemption price having been made to the Bank as provided herein and in the
Bond, the Bond or the portion thereof so called for redemption shall become due
and payable on the redemption date and interest shall cease to accrue thereon
from and after the redemption date.

(b)          Mandatory
Scheduled Redemption. 
[Intentionally Omitted]

(c)          Redemption
upon Repayment of Credit Agreement. 
Upon the repayment by the Borrower of all amounts due under the Credit
Agreement, the Bond shall be redeemed by the Authority, at the option of the
Bank, at a redemption price equal to 100% of the principal amount thereof,
together with accrued interest to the date of redemption, subject to the
provisions of subsection (f) below, upon the written demand of the Bank to the
Borrower, with a copy to the Authority. 
The Bond, or any portion thereof, shall be redeemed, and the redemption
price of the Bond and all other amounts due hereunder shall be paid to the
owner of the Bond, on the date specified by the Bank.

(d)          Mandatory
Redemption Upon Determination of Taxability.  Upon the occurrence of a Determination of Taxability, the
interest rate applicable to the Outstanding balance of the Bond shall become a
taxable floating rate equal to the floating rate (as opposed to the As-Offered
Fixed Rate provided for in the Credit Agreement) applicable, from time to time,
to outstanding balances under the Credit Agreement, or to the extent that the
all amounts due and owing under the Credit Agreement have been repaid in full,
the floating interest rate that would be applicable to amounts outstanding
under the Credit Agreement; provided that the Interest Payment Dates and
Interest Periods (as defined in the Bond) shall remain the same as set forth in
the Bond.

(e)          Payment
Upon Redemption or Prepayment. 
Payment in respect of the redemption or prepayment of the Bond shall be
made by the Borrower by wire transfer of immediately available funds to the
bank account specified by the Bank. 
Except in the event of the redemption of the Bond in its entirety, any
such redemption shall be made without surrender of the Bond by the Bank for
payment, provided that the Borrower records of such payment shall be
conclusive and binding on the Bank, absent manifest error.

(f)          Breakage
Costs.  In addition to any amounts
due in connection with the redemption of the Bond as set forth above, in the
event of any redemption or prepayment of the

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Bond for any reason,
whether by redemption, prepayment, acceleration or otherwise, there shall be
paid to the Bank an additional amount equal to the sum of all actual losses or
expenses suffered or incurred by the Bank as a result of the redemption or
prepayment, which is specifically limited to any loss, breakage or other cost
or expense incurred by reason of the termination of any interest rate
protection agreement .

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ARTICLE 7.
ISSUE OF BOND

| | SECTION 7.1 | Sale and Purchase of the Bond; Loan
  of Proceeds; Application of Proceeds.
| | ----------- | ---------------------------------------------------------------------------

In
order to provide funds for the payment of the costs of the Refunding Program,
the Authority agrees to issue the Bond, concurrently with the execution and
delivery hereof and to sell the Bond to the Bank.  The Bank shall purchase the Bond at a purchase price of 100% of
the principal amount thereof in accordance with the terms and conditions
hereof.  The proceeds of the Bond are
hereby loaned to the Borrower to be applied to pay a portion of the costs of
redeeming the Prior Bonds in accordance with Section 7.3 below.

| | SECTION 7.2 | Delivery of the Bond.
| | ----------- | ---------------------

The
Authority will issue and deliver the Bond to the Bank upon payment of the
purchase price therefor and the execution and delivery to the Bank of the
following:

(a)          Copies
of the proceedings of the Authority relating to the issuance of the Bond duly
certified by an Authorized Officer of the Authority;

(b)          A
written certificate by an authorized officer of Borrower as to the names and
signatures of the officers of Borrower authorized to sign this Agreement and
the other documents or certificates of Borrower to be executed and delivered
pursuant hereto.  The Bank may
conclusively rely on, and be protected in acting upon, such certificate until
it shall receive a further certificate by the Secretary or an Assistant
Secretary of each Borrower amending prior certificate;

(c)          A
copy of the resolutions of the Board of Directors of the Borrower certified by
the Secretary or Assistant Secretary thereof authorizing and approving the
execution and delivery of this Agreement and all other documents delivered
pursuant to this Agreement, and such other corporate documents and records as
the Bank may reasonably request;

(d)          Original
executed counterparts of this Agreement, the Mortgage, the Security Agreement,
the Tax Agreement and other appropriate documents;

(e)          Opinions
in form and substance satisfactory to the Authority and the Bank dated as of
the date of the closing of (i) Counsel for the Authority, (ii) Bond Counsel and
(iii) Counsel for the Borrower;

(f)          Evidence
satisfactory to the Bank of the maintenance by the Borrower of insurance as
required in the Mortgage;

(g)          Results of UCC, tax and judgment searches
on the Borrower and, if applicable, releases and/or termination statements
terminating, or other evidence satisfactory to the Bank of the termination (or
satisfactory provision for termination) of, all liens and security interests relating
to the Mortgaged Property (except as permitted in the Mortgage) and the
Equipment (except as permitted in the Security Agreement);

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(h)          Evidence
satisfactory to the Bank of the filing of all UCC-1 financing statements
required to perfect the liens and security interests created under the Mortgage
and the Security Agreement and the assignment by the Authority to the Bank of
its rights hereunder in accordance with Section 10.6 hereof;

(i)          Evidence
satisfactory to the Bank of the full payment and discharge of the Prior Bonds
and all payment obligations of the Borrower with respect thereto (including all
payment obligations of the Borrower with respect to the letter of credit of
Wachovia Bank, National Association, securing the payment of the Prior Bonds);
and

(j)          Other
customary closing certificates and documents as may reasonably be required by
the Bank, the Authority or Bond Counsel.

| | SECTION 7.3 | Disposition of Proceeds of the
  Bond.
| | ----------- | --------------------------------------

Upon
the issuance and sale of the Bond in accordance herewith, the Bank shall pay
the purchase price therefor to or upon the order of the Borrower to be applied
on the date hereof to pay the principal amount due upon the redemption of the
Prior Bonds on the date hereof or to reimburse the issuer of the letter of
credit securing the Prior Bonds for a draw on such letter of credit to pay such
principal.  All other costs and expenses
of the Refunding Program shall be paid by the Borrower out of sources of funds
other than the Bond.

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ARTICLE 8.
LOAN PAYMENTS AND ADDITIONAL SUMS

| | SECTION 8.1 | Loan Payments.
| | ----------- | --------------

(a)          The
Borrower shall pay to the Bank, on behalf of the Authority, the following sums
as loan payments hereunder at the following times, in immediately available
funds:

| | (i)          on
each Interest Payment Date during the term of this Agreement, an amount which
is sufficient to pay the interest then due on the Bond.  The amount of interest due shall be
determined by the Bank and shall be deducted by the Bank from the Borrowers
deposit account held by the Bank.  The
Bank shall provide the Borrower with written notice of such deduction and the
amount thereof within ten (10) days after the Interest Payment Date;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (ii)         on
the maturity date of the Bond, the principal amount thereof then maturing; and                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (iii)        on
the redemption dates established for the Bond to be redeemed pursuant to
Section 6.1 hereof (if any), an amount equal to the redemption price due on
such date, including as part of such redemption price any additional amount
payable in accordance with Section 6.1(f) hereof.                                                                                                                                                               

(b)          In
any event, the sum of the loan payments payable under this Section 8.1 shall be
sufficient to pay the total amount due with respect to such principal and
interest (including but not limited to interest and late charges payable
pursuant to the Bond on any overdue amount) on the Bond, as and when due, and
the Borrower shall forthwith pay any deficiency to the Bank.  If at any time the Bond has been fully paid
and discharged within the meaning of the terms hereof, the Borrower shall not
be obligated to make any further payments under this Section.

(c)          Payment
by the Borrower of the loan payments set forth above shall be made by check, by
bank wire transfer in immediately available funds to such account of the Bank
as the Bank shall designate or by debit of a deposit account maintained by the
Borrower with the Bank, in any case as the Bank and the Borrower shall agree.

| | SECTION 8.2 | Payment of Fees, Charges and
  Expenses.
| | ----------- | ----------------------------------------

(a)          The
Borrower shall pay to, or upon the order of, the Authority, upon request of the
Authority, such amounts required to pay the Authoritys customary
administrative fees and to pay or reimburse its reasonable administrative
expenses, including reasonable counsel fees, incurred from time to time in
connection with the making by the Authority of the Loan to the Borrower of the
proceeds of the Bond and all other services or actions of the Authority in
connection with this Agreement.

(b)          The
Borrower (1) will reimburse the Bank on demand for the reasonable costs and
expenses of the Bank in connection with the preparation, execution, issuance
and delivery of this Agreement, the Bond, the Mortgage, the Security Agreement
and the other instruments and documents to be delivered hereunder (including
the reasonable fees and out-of-pocket expenses

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of Counsel with respect
thereto) and (2) will reimburse the Bank on demand for the reasonable costs and
expenses, if any, of the Bank in connection with the enforcement of this
Agreement and the Bond (including the reasonable fees and out-of-pocket
expenses of Counsel with respect thereto).

| | SECTION 8.3 | Maintenance of Loan Account.
| | ----------- | ----------------------------

The
Bank shall open and maintain on its books a loan account (the Loan Account)
with respect to advances made, repayments, prepayments, the computation and
payment of interest and fees and the computation and final payment of all other
amounts due and sums paid to the Bank under this Agreement and the Bond.  Unless the Borrower object in writing to the
information contained in a statement delivered to the Borrower by the Bank
regarding the Loan Account within thirty (30) days of receipt of such
statement, the information contained in such statement and in the Loan Account
will, absent manifest error, be conclusive and binding on the Borrower as to
the amount at any time due to the Bank from the Borrower under this Agreement
and from the Authority to the Bank under the Bond.  The Authority shall have the, right to receive copies of all
statements of the Bank with respect to the Loan Account upon its written
request to the Bank.

| | SECTION 8.4 | Repayment.
| | ----------- | ----------

After
payment in full of all sums due hereunder, the Bond shall be marked paid in
full but retained by the Bank until the regular limitations period within
which the Internal Revenue Service may claim the interest payable pursuant to
the Bond to be not exempt from federal income taxes has elapsed without such
claim being made.  Notwithstanding such
marking of the Bond or its return by the Bank, the Borrower shall remain liable
for payment of sums, if any, required to be paid under this Agreement.

| | SECTION 8.5 | No Abatement or Setoff.
| | ----------- | -----------------------

The
Borrower shall pay all loan payments and all additional sums required hereunder
without suspension or abatement of any nature, notwithstanding that all or any
part of the Borrowers facilities shall have been wholly or partially
destroyed, damaged or injured and shall not have been repaired, replaced or
rebuilt.  So long as any portion of the
Bond remains Outstanding, the obligations of the Borrower to pay all sums due
from the Borrower hereunder shall be absolute and unconditional for which the
Borrower pledge their full faith and credit and shall not be suspended, abated,
reduced, abrogated, waived, diminished or otherwise modified in any manner or
to any extent whatsoever, regardless of any rights of setoff, recoupment or
counterclaim that either Borrower might otherwise have against the Authority,
the Bank or any other party or parties and regardless of any contingency, act
of god, event or cause whatsoever and notwithstanding any circumstances or
occurrence that may arise or take place after the date hereof, including but
without limiting the generality of the foregoing:

(a)          any
damage to or destruction of any part or all of the Borrowers facilities,
including the Project Facilities;

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(b)          the
taking or damaging of any part or all of the Borrowers facilities, by any
public authority or agency in the exercise of the power of or in the nature of
eminent domain or by way of a conveyance in lieu of such exercise or otherwise;

(c)          any
assignment, novation, merger, consolidation, or transfer of assets, whether
with or without the approval of the Authority;

(d)          any
failure of the Authority to perform or observe any agreement or covenant,
whether express or implied, or any duty, liability or obligation arising out of
or in connection with this Agreement and the Bond;

(e)          any
act or circumstances that may constitute an eviction or constructive eviction;

(f)          
failure of consideration, failure of title or commercial frustration;

(g)          any change in the tax laws or other
laws of the United States or of any state or other governmental authority; or

(h)          any
determination that the Bond or the interest payable thereon is subject to
Federal taxation.

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ARTICLE 9.
[INTENTIONALLY OMITTED]

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ARTICLE 10.
COVENANTS AND AGREEMENTS OF AUTHORITY

| | SECTION 10.1 | Payment of the Bond.
| | ------------ | --------------------

The
Authority covenants that it will promptly pay, or cause to be paid, the
principal and redemption price of and interest on the Bond at the places, on
the dates and in the manner provided herein and in the Bond according to the
true intent and meaning thereof, but only from the amounts payable by the
Borrower under this Agreement.  It is
hereby acknowledged and agreed that the Bond is a special obligation of the
Authority payable as above provided, shall not be in any way a debt or
liability of the Commonwealth or any political subdivision thereof, except the
non-recourse obligation of the Authority, and shall not create or constitute
any indebtedness, liability or obligation of the Commonwealth or any political
subdivision thereof, except the non-recourse obligation of the Authority, either
legal, moral or otherwise.  The Bond
does not now and shall never constitute a charge against the general credit of
the Authority.

| | SECTION 10.2 | Tax Covenant.
| | ------------ | -------------

The
Authority hereby covenants not to take any action or permit any action to be
taken which would cause the interest of the Bond to lose the exclusion from
gross income of interest on the Bond for purposes of federal income taxation
(except for any period during which the Bond is held by a substantial user or
a related person to a substantial user within the meaning of Section 147(a)
of the Code).  The Authority agrees that
it will at all times do and perform all acts and things reasonably necessary in
order to assure that interest paid on the Bond will, for purposes of federal
income taxation, be and remain excludable from the gross income of any
holder(s) of the Bonds (except for any period during which the Bond is held by
a substantial user or a related person to a substantial user within the
meaning of Section 147(a) of the Code). 
All of the representations and warranties of the Authority contained in
the Tax Certificate are incorporated herein by reference with the same force
and effect as if set out in full herein.

| | SECTION 10.3 | Performance of Covenants.
| | ------------ | -------------------------

The
Authority covenants that it will faithfully perform at all times all covenants,
undertakings, stipulations and provisions contained in this Agreement, in the
Bond and in all proceedings of the Authority pertaining thereto.

| | SECTION 10.4 | Priority of Pledge.
| | ------------ | -------------------

The
pledge herein made of certain payments made by the Borrower hereunder shall at
no time be impaired by the Authority and such payments shall not otherwise be
pledged and no Persons shall have any rights with respect thereto except as
provided herein.

| | SECTION 10.5 | Rights Under Agreement.
| | ------------ | -----------------------

The
Authority and the Borrower agree that the Bank may, as owner of the Bond, in
its own name or to the extent permitted by law in the name of the Authority,
enforce all rights of the Authority and all obligations of the Borrower under
and pursuant to this Agreement (except the

22

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Reserved Rights of the
Authority, and the obligations of the Borrower related thereto, that are not
assigned for the benefit of the Bank as specified in Section 10.6 hereof) for
and on behalf of the Bank, whether or not the Authority is in default
hereunder.

| | SECTION 10.6 | Assignment to Bank; Security
  Agreement.
| | ------------ | -----------------------------------------

(a)          As
security for the performance of the Authoritys obligations hereunder and with
respect to the Bond, the Authority hereby pledges, assigns and conveys to the
Bank, and grants to the Bank a security interest in, all right, title and
interest of the Authority in and to this Agreement, and all sums payable in
respect of the indebtedness of the Borrower evidenced hereby, other than the
Reserved Rights of the Authority.  The
Authority directs that all payments by the Borrower hereunder (except for
payments to the Authority pursuant to Sections 8.2 or 15.6 hereof) be paid
directly to the Bank.  If, notwithstanding
these arrangements, the Authority shall receive any such payments, the
Authority shall immediately pay over the same to the Bank.

(b)          The
Borrower consents to such assignment and, except as otherwise provided in
subsection (a) hereof, agrees to pay all amounts payable hereunder directly to
the Bank.

| | SECTION 10.7 | Instruments of Further Assurance.
| | ------------ | ---------------------------------

The
Authority covenants that it will do, execute, acknowledge and deliver or cause
to be done, executed, acknowledged and delivered, such agreements supplemental
hereto and such further acts, instruments and documents as the Bank may
reasonably require for the better assuring, transferring, conveying, pledging
and assigning to the Bank the rights assigned hereby for the payment of the
principal or redemption price of and interest on the Bond.

| | SECTION 10.8 | Continued Existence, etc.
| | ------------ | -------------------------

The
Authority agrees that it will do or cause to be done in a timely manner all
things necessary to preserve and keep in full force and effect its existence so
long as the Bond remains Outstanding and to carry out the terms of this
Agreement.

| | SECTION 10.9 | General Compliance with All Duties.
| | ------------ | -----------------------------------

The
Authority shall faithfully and punctually perform all duties, with respect to
the Refunding Program required by the Constitution and laws of the
Commonwealth, and by the terms and provisions of this Agreement.

| | SECTION 10.10 | Enforcement of Duties and
  Obligations of the Borrower.
| | ------------- | --------------------------------------------------------

The
Authority may, and at the written direction of the Bank shall, take any legally
available action to cause the Borrower to fully perform all duties and acts and
fully comply with the covenants of the Borrower imposed by this Agreement in
the manner and at the times provided therein. 
So long as no Event of Default hereunder shall have occurred and be
continuing, the Authority may exercise all its rights under this Agreement, but
the Authority shall not, without the consent of the Bank, amend any of the same
so as to diminish the amounts payable thereunder or otherwise so as to
adversely affect the Authoritys or the Borrowers ability to perform its
covenants under this Agreement.

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| | SECTION 10.11 | Non-Discrimination.
| | ------------- | -------------------

During
the term of this Agreement, Borrower agrees, as to itself and as to each
occupant of the Project Facilities (each, an Occupant) as follows:

(a)          In
the hiring of any employee(s) for the manufacture of supplies, performance of
work, or any other activity required under the contract or any subcontract, the
Occupant, or any person acting on behalf of the Occupant shall not by reason of
gender, race, creed, or color, discriminate against any citizen of the
Commonwealth of Pennsylvania (the Commonwealth) who is qualified and
available to perform the work to which the employment relates.

(b)          Neither
Occupant nor any person on their behalf shall in any manner discriminate
against or intimidate any employee involved in the manufacture of supplies, the
performance of work, or any other activity required under the contract on
account of gender, race, creed or color.

(c)          Each
Occupant shall establish and maintain a written sexual harassment policy and
shall inform their employees of the policy. 
The policy must contain a notice that sexual harassment will not be
tolerated and employees who practice it will be disciplined.

(d)          No
Occupant shall not discriminate by reason of gender, race, creed, or color
against any contractor or supplier who is qualified to perform work on or in
connection with the Project Facilities.

(e)          Each
Occupant shall furnish all necessary employment documents and records to and
permit access to their books, records, and accounts by the contracting agency
and the Bureau of Contract Administration and Business Development, for
purposes of investigation, to ascertain compliance with provisions of this
Nondiscrimination/Sexual Harassment Clause. 
If any Occupant does not possess documents or records reflecting the necessary
information requested, the Occupant shall furnish such information on reporting
forms supplied by the contracting agency or the Bureau of Contract
Administration and Business Development.

(f)          The
Occupant shall include the provisions of this Nondiscrimination/Sexual
Harassment Clause in every contract so that such provisions will be binding
upon each subcontractor.

(g)          The
Commonwealth may cancel or terminate the contract, and all money due or to
become due under the contract may be forfeited for a violation of the terms and
conditions of this Nondiscrimination/Sexual Harassment Clause.  In addition, the agency may proceed with
debarment or suspension and may place the Occupant in the Contractor
Responsibility File.

| | SECTION 10.12 | Inspection of Books.
| | ------------- | --------------------

The
Authority covenants and agrees that all books and documents in its possession
relating to the Refunding Program and the Bond shall at all reasonable times be
open to inspection by such accountants or other agents as the Bank or the
Borrower may from time to

24

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time designate.

25

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ARTICLE 11.
COVENANTS OF THE BORROWER

| | SECTION 11.1 | Bond Not to Become Taxable.
| | ------------ | ---------------------------

(a)          The
Borrower hereby covenants to the Authority and to the Bank that,
notwithstanding any other provision of this Agreement or any other instrument,
it will not make any investment or other use of the proceeds of the Bond which,
if such investment or use had been reasonably expected on the date of issue of
the Bond, would cause the Bond to fail to qualify as a qualified small issue
bond as defined in Section 144(a) of the Code or to be an arbitrage bond
under Section 148 of the Code and the regulations promulgated thereunder; that
it will comply with the requirements of Sections 103 and 141 through 150 of the
Code and any regulations applicable thereto throughout the term of the Bond;
and that it will not take or omit to take any action over which it has control,
which action or omission, as the case may be, would impair the exclusion from
gross income for federal income tax purposes of the interest on the Bond.  The terms and provisions of the Tax
Agreement are hereby incorporated by reference.

(b)          The
Borrower covenants that it will not take any action or permit any action to be
taken or fail to take any action, if any such action or failure to take action
would cause the interest on the Bond to lose the exclusion from gross income
for purposes of federal income taxation (except for any period during which the
Bond is held by a substantial user or a related person to a substantial
user within the meaning of Section 147 of the Code).  The Borrower agrees that it will at all times do and perform all
acts and things necessary in order to assure that interest paid on the Bond
will, for purposes of federal income taxation, be and remain excludable from
the gross income of the Bank (except for any period during which the Bond is
held by a substantial user or a related person to a substantial user within
the meaning of Section 147(a) of the Code).

(c)          The
parties acknowledge that all of the sale proceeds of the Bond shall be fully
expended on the date hereof to refund the Prior Bonds and that, accordingly,
the Borrower shall have complied with the six month exception to the arbitrage
rebate requirement set forth in Section 148(f)(4)(B) of the Code.

| | SECTION 11.2 | Deficiencies in Revenues.
| | ------------ | -------------------------

If
for any reason amounts paid by the Borrower hereunder would not be sufficient
to make payments of principal of and interest on the Bond when and as the same
shall become due and payable at maturity or otherwise, the Borrower will pay
promptly the amounts required from time to time to make up any such deficiency.

| | SECTION 11.3 | Further Assurances; Financing
  Statements.
| | ------------ | -------------------------------------------

The
Borrower shall perform or cause to be performed any such acts, and execute and
cause to be executed any and all further instruments as may be required by law
or as shall reasonably be requested by the Authority or the Bank to carry out
or effect the terms of this Agreement. 
The Borrower, if required by the Bank, will join with the Authority and
the Bank in executing such financing statements and other documents under the
Uniform Commercial Code as in effect in the State or other applicable law as
the Authority or Bank may specify and will

26

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pay
the costs of filing the same in such public offices as the Authority or Bank shall designate, in
order to preserve the security interests granted under this Agreement or any
other Financing Document.  For purposes
of carrying out this provision, the Borrower hereby grants to the Bank an
irrevocable power of attorney to execute on its behalf and to file in all
appropriate jurisdictions such instruments as shall be required, in the
judgment of the Bank, to evidence, perfect or preserve any lien or security
interest in favor of the Bank granted in this Agreement or in any other
Financing Document.

| | SECTION 11.4 | Use of Project Facilities.
| | ------------ | --------------------------

The
Borrower shall use or cause the Project Facilities to be used as an authorized
project for a purpose and use as provided for under the Act until payment of
the Bond has been made in full.

| | SECTION 11.5 | Mortgage.
| | ------------ | ---------

The
Borrower acknowledges and agrees that the payment obligations of the Borrower
with respect to the Bond are secured as provided in the Mortgage and the
Security Agreement.

| | SECTION 11.6 | Additional Collateral.
| | ------------ | ----------------------

In
the event that the Bank has the right to require that the Borrower obtain and
deliver to the Bank a standby letter of credit pursuant to section 5.12 of the
Credit Agreement, the Bank may also require the Borrower to obtain and deliver
to the Bank a standby letter of credit in the Outstanding principal amount of
the Bond as additional collateral (Additional
Collateral).  Such standby
letter of credit shall be in the same form and content as the form thereof set
forth in the Credit Agreement. The Bank shall be permitted to make partial
draws upon the Additional Collateral for payments of principal and
interest.

| | SECTION
  11.7 | Credit
  Agreement.
| | -------------- | -------------------

The
Borrower shall, at all times while any amount is Outstanding on the Bond,
comply with the covenants of the Borrower set forth in the Credit Agreement
other than the covenant set forth in Section 5.12 therein.

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ARTICLE 12.
LIMITED OBLIGATION

| | SECTION 12.1 | Source of Payment of the Bond.
| | ------------ | ------------------------------

The
Bond and all payments by the Authority thereunder are not general obligations
of the Authority but are limited obligations payable by the Authority solely
from the revenues and receipts derived by the Authority pursuant to this
Agreement.  The Bond and the interest
thereon shall not be deemed to constitute a debt, liability, general obligation
or a pledge of the faith and credit or the taxing power of the Commonwealth or
any political subdivision thereof, and do not directly, indirectly or
contingently obligate the Commonwealth or any political subdivision thereof to
levy or to pledge any form of taxation whatever for the payment of said principal
and interest.  Any liability of any kind
whatsoever incurred by the Authority under or by reason of this Agreement shall
be payable solely from the proceeds of the Bond and from revenues to be
received by the Authority under the provisions of this Agreement and not from
any other fund or source.

28

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ARTICLE 13.
EVENTS OF DEFAULT AND REMEDIES

| | SECTION 13.1 | Events of Default.
| | ------------ | ------------------

Each
of the following shall be an Event of Default under this Agreement:

(a)          Failure
to pay when due any interest on the Bond; or failure to pay any principal or
redemption price of the Bond when due, whether by redemption or at the stated
maturity thereof, by acceleration or otherwise; or

(b)          Failure
to pay any other fee, expense or other payment due hereunder within five (5)
business days after demand is made; or

(c)          Failure
to observe or perform any other term, covenant, condition or agreement set
forth in this Agreement, where the Borrower does not cure such failure within
ten (10) business days after notice from the Bank;

(d)          Failure
to provide a standby letter of credit when requested by the Bank pursuant to
section 11.6 hereof; or

(e)          The
occurrence of any default under the Mortgage or the Security Agreement (subject
to applicable periods of grace or cure, if any, as may be provided therein); or

(f)          The
Borrower shall commence a voluntary case or other proceeding seeking
liquidation, reorganization or other relief with respect to itself or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in
effect or seeking the appointment of a trustee, receiver, liquidator, custodian
or other similar official of it or any substantial part of its property, or
shall consent to any such relief or to the appointment of or taking position by
any such official in an involuntary case or other proceeding commenced against
it, or shall make a general assignment for the benefit of creditors, or shall
fail generally to pay its debts as they become due, or shall take any corporate
action to authorize any of the foregoing; or

(g)          An
involuntary case or other proceeding shall be commenced against the Borrower
seeking liquidation, reorganization or other relief with respect to it or its
debts under any bankruptcy, insolvency or other similar law now or hereafter in
effect or seeking the appointment of a trustee, receiver, liquidator, custodian
or other similar official of it or any substantial part of its property, and
such involuntary case or other proceeding shall remain undismissed and unstayed
for a period of sixty (60) days; or an order for relief shall be entered
against the Borrower or any subsidiary of the Borrower under the Federal
bankruptcy laws as now or hereafter in effect; or

(f)          If
any Change of Control (as defined in the Credit Agreement) shall occur; or

(g)          If
the Borrower shall fail to pay any obligation for the payment of borrowed money
or the installment purchase price of property or on account of a lease of
property (a Credit Obligation)
owing by it, or any interest or premium thereon, when due, whether such Credit
Obligation shall become due by scheduled maturity, by required prepayment, by

29

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acceleration, by demand
or otherwise, or the Borrower shall fail to perform any term, covenant or
agreement on its part to be performed under any agreement or instrument
evidencing or securing or relating to any such Credit Obligation when required
to be performed, if the effect of such failure is to accelerate, or to permit
the holder or holders of such Credit Obligation in excess of $250,000 to
accelerate, the maturity of such Credit Obligation, whether or not such failure
to perform shall be waived by the holder or holders of such Credit Obligation,
unless such waiver has the effect of terminating the right of such holder or
holders to accelerate the maturity of such Credit Obligation as a result of
such failure; or

(h)          If
any representation or warranty by or on behalf of the Borrower made herein or
in any report, certificate, financial statement or other instrument delivered
to Bank shall prove to be false or misleading in any material respect when
made; or

(i)          If
any default shall occur with respect to any other Indebtedness of the Borrower
to Bank in excess of $25,000, subject to the Borrowers right to notice and
opportunity to cure, if any, under the instruments which evidence or secure
such Indebtedness; or

(j)          The
occurrence of any material adverse change in the business, financial condition,
results of operations or business prospects of the Borrower, as determined by
Bank in its sole discretion; or

(k)          Failure
of the Borrower to maintain its Financial Assets (other than $100,000) at all
times in an account(s) with the Bank and/or its affiliates; or

(l)          A
judgment or lien (with respect to which full adequate insurance is not
maintained) in excess of $250,000 (individually or in the aggregate) is entered
against the Borrower, or the property of the Borrower becomes subject to any
attachment, garnishment, levy or lien; or

(m)          The
Borrower dissolves, liquidates or ceases to conduct operations, or prepares or
attempts to do any of the foregoing; or

(n)          The
Borrower ceases to operate its business at its pilot plant located in its 102
Witmer Road, Horsham, Pennsylvania facility due to the failure of the Borrower
to be in compliance with applicable laws, regulations and specifications of the
United States Food and Drug Administration or any other relevant governmental
regulatory agency or authority; or

(o)          Any
Event of Default occurs under the Credit Agreement.

| | SECTION 13.2 | Acceleration.
| | ------------ | -------------

If
any Event of Default under clause (d) or (e) of Section 13.1 hereof occurs,
then the principal of the Bond then Outstanding, together with interest accrued
thereon, plus any amount that would otherwise be due by reason of a prepayment
of the Bond under Article 6 hereof by reason of Section 6.1(g) hereof, shall
become due and payable immediately without notice or demand.  Upon the occurrence of any Event of Default
under Section 13.1 hereof other than an Event of Default under clause (d) or
(e), the Bank may, by notice in writing delivered to the Authority and the
Borrower, declare the principal of the Bond and the interest accrued thereon to

30

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the date of such
acceleration immediately due and payable, and the same shall thereupon become
and be immediately due and payable. 
Upon any acceleration of the Bond under this Section 13.2, all amounts
payable under Section 6.1(f) and 8.1 hereof shall be immediately due and
payable.

| | SECTION 13.3 | Legal Proceedings by Bank.
| | ------------ | --------------------------

Upon
the occurrence of any Event of Default under Section 13.1 hereof, the Bank may:

(a)          by
mandamus, or other suit, action or proceeding at law or in equity, enforce all
of its rights as owner of the Bond, and require the Borrower to carry out any
other agreements with or for the benefit of the owner of the Bond;

(b)          bring
suit upon the Bond;

(c)          by
action or suit in law or equity enjoin any acts or things which may be unlawful
or in violation of the rights of the owner of the Bond; or

(d)          take
or cause to be taken any action available under applicable law as the
beneficiary of the liens and security interests and other rights created under
the Mortgage and the Security Agreement.

No
remedy conferred upon or reserved to the Bank is intended to be exclusive of
any other remedy, but each and every such remedy shall be cumulative and shall
be in addition to any other remedy given to the Bank hereunder or now or
hereafter existing at law, in equity or by statute.  Nothing herein contained shall affect or impair the right of
action, which is absolute and unconditional, of the owner of the Bond to
institute suits to enforce payment thereof.

No
delay or omission to exercise any right or power accruing upon any Event of
Default shall impair any such right or power or shall be construed to be a
waiver of any such Event of Default or acquiescence therein; and every such
right and power may be exercised from time to time and as often as may be
deemed expedient.

No
waiver of any Event of Default hereunder shall extend to or shall affect any
subsequent Event of Default or shall impair any rights or remedies consequent
thereon.

| | SECTION 13.4 | Application of Moneys.
| | ------------ | ----------------------

All
moneys received by the owner of the Bond upon the exercise of any remedies
provided in Section 13.3 hereof shall be applied ratably to the payment of the
principal, redemption price and interest then due and unpaid upon the Bond
(together with interest on overdue installments of principal and, to the extent
permitted by law, on any overdue interest, at the rate per annum specified in
the Bond for such overdue installments).

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| | SECTION 13.5 | Intentionally Omitted.
| | ------------ | ----------------------

| | SECTION 13.6 | Waivers of Events of Default;
  Rescission of Declaration of Maturity.
| | ------------ | ----------------------------------------------------------------------

The
Bank may waive any Event of Default under this Agreement and its consequences,
or rescind any declaration of maturity of principal of the Bond.  In case of any such waiver or rescission,
then and in every such case the Authority, the Borrower and the Bank,
respectively, shall be restored to their former positions and rights under this
Agreement, but no such waiver or rescission shall extend to any subsequent or other
default, or impair any right consequent thereon.  All waivers under this Agreement shall be in writing and a copy
of each waiver affecting the Bond shall be delivered to the Authority and the
Borrower.

| | SECTION 13.7 | Additional Remedies.
| | ------------ | --------------------

In
addition to the above remedies, if the Borrower commits a breach, or threatens
to commit a breach of this Agreement, or of any other document executed in
connection therewith, the Authority shall have the right and remedy, without
posting bond or other security, to have the provisions of this Agreement
specifically enforced by any court having equity jurisdiction, it being
acknowledged and agreed that any such breach or threatened breach may cause
immediate and irreparable injury to the Authority for which money damages may
not provide an adequate remedy.

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ARTICLE 14.
AMENDMENTS TO AGREEMENT

| | SECTION 14.1 | Amendments to Agreement.
| | ------------ | ------------------------

This
Agreement may be amended only by the written agreement of the Authority, the
Borrower and the Bank, except that any of the covenants and agreements of the
Borrower set forth in Sections 11.5, 11.6, and 11.7 hereof may be amended by
the Borrower and the Bank, without the consent of the Authority; provided,
however, that prompt written notice of any such amendment shall be provided to
the Authority.  To the extent that the
Credit Agreement is amended such that any representations, warranties or
covenants of either the Borrower or the Bank therein, or any Events of Default
thereunder, are modified or waived in any way, such modification or waiver
shall automatically be made applicable to this Agreement and any applicable
Financing Document, without need of written amendment hereto or thereto.

ARTICLE 15.
MISCELLANEOUS

| | SECTION 15.1 | Limitation of Rights.
| | ------------ | ---------------------

With
the exception of rights herein expressly conferred, nothing expressed or
mentioned in or to be implied from this Agreement, or the Bond, is intended or
shall be construed to give to any Person, other than the Authority, the
Borrower and the Bank, any legal or equitable right, remedy or claim under or
in respect to this Agreement or any covenants, conditions and provisions herein
contained; this Agreement and all of the covenants, conditions and provisions
hereof being intended to be and being for the sole and exclusive benefit of the
Authority, the Borrower and the Bank as herein provided.

| | SECTION 15.2 | Severability.
| | ------------ | -------------

If
any provision of this Agreement shall be held or deemed to be or shall, in
fact, be inoperative or unenforceable as applied in any particular case in any
jurisdiction or jurisdictions or in all jurisdictions, or in all cases, because
it conflicts with any other provision or provisions hereof or any Constitution
or statute or rule of public policy, or for any other reason, such circumstances
shall not have the effect of rendering the provision in question inoperative or
unenforceable in any other case or circumstance, or of rendering any other
provision or provisions herein contained invalid, inoperative, or unenforceable
to any extent whatever.

The
invalidity of any one or more phrases, sentences, clauses or Sections in this
Agreement contained, shall not affect the remaining portions of this Agreement,
or any part thereof.

| | SECTION 15.3 | Notices.
| | ------------ | --------

All
notices and directions to any party to this Agreement shall be in writing or
sent electronically, and, except as otherwise provided, shall be deemed to be
sufficiently given if sent registered or certified mail, by facsimile, by
e-mail (with receipt confirmed), by overnight national courier service with
charges prepaid, or by delivery during business hours to the parties,

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at the following
addresses:

| | Borrower:                                           
| | ----------------------------------------------------
| |                                                     
| | Neose Technologies, Inc.                            
| | 102 Witmer Road                                     
| | Horsham, Pennsylvania 19044                         
| | Attention: 
  General Counsel                       
| | Fax: 
  215-315-9100                                
| |                                                     
| | With a copy to:                                     
| |                                                     
| | Pepper Hamilton LLP                                 
| | 3000 Two Logan Square                               
| | 18th and Arch Streets                               
| | Philadelphia, PA 19103                              
| | Attention: 
  Barry M. Abelson, Esquire             
| | Fax: 
  215-981-4750                                
| |                                                     
| | Authority:                                          
| | Montgomery County Industrial Development Authority  
| | Montgomery County Economic & Workforce
  Development
| | Human Services Center, Fifth Floor                  
| | 1430 DeKalb Street                                  
| | P.O. Box 311                                        
| | Norristown, PA 19401                                
| | Attention: 
  Gerald Birkelbach                     
| | Fax: 
  610-278-5944                                
| |                                                     
| | Bank:                                               
| | Brown Brothers Harriman & Co.                       
| | 1531 Walnut Street                                  
| | Philadelphia, Pennsylvania 19102                    
| | Attention: 
  J. Clark ODonoghue                   
| | Title: 
  Managing Director                         
| | FAX: 215-864-3989                                   
| | E-Mail: 
  clark.odonoghue@bbh.com                 

or to such other address as the addressee shall have
indicated by prior notice to the one giving the notice or direction in
question.  Any notice required to be
sent to the owner of the Bond shall be sent to such party at the address
provided by such party to the Borrower.

| | SECTION 15.4 | Acts of Owner of the Bond.
| | ------------ | --------------------------

Any
action to be taken by the Bank, as the owner of the Bond may be evidenced by a
written instrument signed or executed by the Bank in person or by an agent
appointed in writing.  The fact and date
of the execution by any Person of any such instrument may be proved by

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acknowledgment before a
notary public or other officer empowered to take acknowledgments or by an
affidavit of a witness to such execution. 
Any action by the owner of the Bond shall bind any future owner of the
Bond.

| | SECTION 15.5 | Exculpation of Authority.
| | ------------ | -------------------------

(a)          In
the exercise of the power of the Authority and its members, officers, employees
and agents hereunder, including (without limiting the foregoing) the
application of moneys and any action taken by it in the Event of Default by the
Borrower, neither the Authority nor its members, officers, employees, or agents
shall be accountable to the Borrower or the Bank for any action taken or
omitted by it or its members, officers, employees and agents in good faith.  The Authority and its members, officers,
employees, or agents shall be protected in its or their acting upon any paper
or document believed by it or them to be genuine, and it or they may
conclusively rely upon the advice of Counsel (who may also be Counsel for the
Borrower or the Bank) and may (but need not) require further evidence of any
fact or matter before taking any action.

(b)          All
covenants, stipulations, promises, agreements and obligations of the Authority
contained in this Agreement, the Bond or any agreement, instrument or
certificate entered into or delivered by the Authority in connection therewith
shall be deemed to be the covenants, stipulations, promises, agreements and
obligations of the Authority and not of any member, officer, employee or agent
of the Authority in an individual capacity, and no recourse shall be had for
the payment of the Bond or for any claim based thereon or under this Agreement
or any agreement, instrument or certificate entered into by the Authority in
connection therewith against any member, officer, employee or agent in an
individual capacity.

| | SECTION 15.6 | Indemnification Concerning the
  Project Facilities; Accuracy of Application and Information in Connection
  Therewith.
| | ------------ | -----------------------------------------------------------------------------------------------------------------------

(a)          The
Borrower covenants and agrees, at its sole expense, to pay and to indemnify and
save the Indemnified Parties harmless of, from and against, any and all claims,
damages, demands, expenses, liabilities, and losses of every kind, character
and nature asserted by or on behalf of any Person arising out of, resulting
from or in any way connected with the condition, use, possession, conduct,
management, planning, design, acquisition, construction, installation,
financing or sale of, the Project Facilities and the Refunding Program, or any
part thereof, except for any claim, damage, demand, expense, liability or loss
arising out of the Indemnified Parties own gross negligence or willful
misconduct.

(b)          The
Borrower agrees to indemnify and hold harmless the Indemnified Parties against
any and all losses, claims, damages or liabilities caused by any untrue
statement or alleged untrue statement of a material fact contained herein or in
any documentation presented to the Bank or the Authority and pertaining to the
Borrower or the Project Facilities or the Refunding Program or in information
submitted to the Authority or the Bank by the Borrower with respect to the
issuance and purchase of the Bond or otherwise (the Borrower Information) or
caused by any omission or alleged omission of any material fact necessary to be
stated in the Borrower Information in order to make such statements in the
Application and pertaining to the Borrower Information not misleading or
incomplete.  The Borrower shall not,
however,

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indemnify the Authority
or the Bank against claims based upon the bad faith, fraud or deceit of an
Indemnified Party or due to an Indemnified Partys gross negligence or willful
misconduct.

(c)          In
case any action shall be brought against the Indemnified Parties based upon any
of the above and in respect to which indemnity may be sought against the
Borrower, the party involved may request in writing that the Borrower assume
the defense thereof, including the employment of Counsel satisfactory to such
party, the payment of all reasonable costs and expenses and the right to
negotiate and consent to settlement. 
Any one or more of the Indemnified Parties shall have the right to
employ separate Counsel in any such action, to participate in defense thereof
and the Borrower shall assume the payment of all reasonable costs and expenses
with respect thereto.  The Borrower
shall not be liable for any settlement of any such action effected without its
consent, but if settled with the consent of the Borrower or if there be a final
judgment for the plaintiff in any such action, the Borrower agrees to indemnify
and hold harmless the Indemnified Parties from and against any loss or
liability by reason of such settlement or judgment.

(d)          Any
provision herein or elsewhere to the contrary notwithstanding, this Section
15.6 shall survive the termination of this Agreement.

(e)          The
Borrower will reimburse the Authority for the reasonable costs and expenses
(including reasonable attorneys fees and expenses) of any action taken by the
Authority in connection with any Event of Default by the Borrower.

(f)          The
Borrower agrees to and does hereby indemnify and hold harmless the Indemnified
Parties against any and all losses, claims, damages or liabilities (including
all costs, expenses, and reasonable counsel fees incurred in investigating or
defending such claim) suffered by any of the Indemnified Parties and caused by,
relating to, arising out of, resulting from, or in any way connected to an
examination, investigation or audit of the Bond by the Internal Revenue
Service.  In the event of such
examination, investigation or audit, the Indemnified Parties shall have the right
to employ counsel at the Borrowers expense. 
In such event, the Borrower shall assume the primary role in responding
to and negotiating with the Internal Revenue Service, but shall inform the
Indemnified Parties of the status of the investigation.  In the event the Borrower fails to respond
adequately and promptly to the Internal Revenue Service, the Authority shall
have the right to assume the primary role in responding to and negotiating with
the Internal Revenue Service and shall have the right to enter into a closing
agreement, for which the Borrower shall be liable.

(g)          This
indemnity agreement is in addition to any other liability that the Borrower may
otherwise have, including but not limited to any indemnification by Borrower
under the documents relating to the Prior Bonds.  Notwithstanding anything in the Financing Documents which may
limit recourse to the Borrower or may otherwise purport to limit the Borrowers
liability, the provisions of this Section shall control the Borrowers
obligations and shall survive the repayment of the Bond.

| | SECTION 15.7 | Counterparts.
| | ------------ | -------------

This
Agreement may be simultaneously executed in several counterparts, including by

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facsimile, each of which
shall be an original and all of which shall constitute but one and the same instrument.

| | SECTION 15.8 | No Personal Recourse.
| | ------------ | ---------------------

No
recourse shall be had for any claim based on the Agreement or the Bond against
any member, officer or employee, past, present or future, of the Authority or
of any successor body as such, either directly or through the Authority or any
such successor body, under any constitutional provision, statute or rule of law
or by the enforcement of any assessment or penalty or by any legal or equitable
proceeding or otherwise.  No covenant,
stipulation, obligation or agreement of the Authority contained in this
Agreement shall be deemed to be a covenant, stipulation, obligation or
agreement of any present or future officer, employee or agent of the Authority
in his individual capacity, and any officer, employee or agent of the Authority
executing the Bond shall not be liable personally thereon or be subject to any
personal liability or accountability by reason of the issuance thereof.

| | SECTION 15.9 | Payment of Expenses.
| | ------------ | --------------------

The
Borrower (1) will reimburse the Bank on demand for the reasonable costs and
expenses of the Bank in connection with the preparation, execution, issuance
and delivery of this Agreement, the Bond, the Tax Agreement, the Mortgage, the
Security Agreement and the other instruments and documents to be delivered
hereunder (including the reasonable fees and out-of-pocket expenses of Counsel
with respect thereto) and (2) will reimburse the Bank on demand for the
reasonable costs and expenses, if any, of the Bank in connection with the enforcement
of this Agreement and the Bond (including the reasonable fees and out-of-pocket
expenses of Counsel with respect thereto).

| | SECTION 15.10 | Termination.
| | ------------- | ------------

Upon
the payment in full of the principal of and interest and premium, if any, due
on the Bond at maturity, or the earlier payment of the redemption price of the
Bond then Outstanding (provided that in the case of payment of the redemption
price of the Bond, the Bond shall have been redeemed and cancelled on the books
of the Borrower), and the payment of, or provision for all other amounts
(including expense reimbursements and indemnity payments) due hereunder to the
satisfaction of the Authority, this Agreement and the parties obligations
hereunder shall terminate, except for the obligations of the Borrower pursuant
to Section 15.6 and Section 15.9 hereof, which shall survive the termination of
this Agreement.

| | SECTION 15.11 | Set-Off.
| | ------------- | --------

Upon
the occurrence and during the continuance of an Event of Default, the Bank
shall have the right, in addition to all other rights and remedies available to
the Bank, without prior notice to the Borrower, to apply toward and set-off
against and apply to the then Outstanding balance of the Bond and any other
amounts due and owing to the Bank hereunder any items or funds held by the
Bank, any and all deposits (whether general or special, time or demand, matured
or unmatured, fixed or contingent, liquidated or unliquidated) and Financial
Assets (as defined in the Credit Agreement) now or hereafter maintained by the
Borrower for its own account with the Bank, and any other indebtedness at any
time held or owing by the Bank to or

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for the credit or the
account of the Borrower.  The Bank is
hereby authorized to charge any such account or indebtedness for any amounts
then due to the Bank.  Such right of
set-off shall exist whether or not the Bank shall have made any demand under
this Agreement, the Bond or any other Financing Document.  The Borrower hereby confirms the Banks
right of set-off, and nothing in this Agreement shall be deemed any waiver or
prohibition of such right of set-off.

| | SECTION 15.12 | Judicial Proceedings.
| | ------------- | ---------------------

(a)          The
Borrower and the Bank each mutually consent and agree that any judicial
proceedings relating in any way to this Agreement maybe brought in any court of
competent jurisdiction in the Commonwealth of Pennsylvania or in the United
States District Court for the Eastern District of Pennsylvania.  The Borrower and the Bank each hereby
accepts, for themselves and their respective properties, the non-exclusive
jurisdiction of such courts, agrees to be bound by any judgments rendered by
them in connection with this Agreement, and will not move to transfer any such
proceeding to any different court.  The
Borrower and the Bank each waive the defense of forum non conveniens in
any such action or proceeding.

(b)          Service
of process in any proceeding arising out of or relating to this Agreement may
be made by any means permitted by the applicable rules of court as then in
force, or may be made by any form of mail requiring a signed receipt.

(c)          Nothing
herein shall limit the right of the Bank to bring proceedings against the
Borrower in the courts of any other jurisdiction or be deemed to constitute a
consent to jurisdiction by any party hereto as to Persons not parties to this
Agreement or as to matters not relating to this Agreement.

(d)          THE
BORROWER AND THE BANK EACH HEREBY EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY
IN ANY SUIT, ACTION OR PROCEEDING.  THE
BORROWER AND THE BANK FURTHER ACKNOWLEDGE AND AGREE THAT WAIVER OF JURY TRIAL
IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND THAT THE BANK WOULD NOT
HAVE AGREED TO MAKE THE LOAN OR ACCEPT THIS AGREEMENT OR THE BOND WITHOUT SUCH
AGREEMENT.

(e)          CONFESSION
OF JUDGMENT.  BORROWER HEREBY
IRREVOCABLY AUTHORIZES AND EMPOWERS BANK, BY ITS ATTORNEY OR BY THE
PROTHONOTARY OR CLERK OF ANY COURT OF RECORD IN COMMONWEALTH OF PENNSYLVANIA OR
IN ANY JURISDICTION WHERE PERMITTED BY LAW, UPON THE OCCURRENCE AND DURING THE
CONTINUATION OF AN EVENT OF DEFAULT, TO APPEAR FOR BORROWER AND CONFESS AND
ENTER JUDGMENT AGAINST BORROWER IN FAVOR OF BANK IN ANY JURISDICTION WHERE
BORROWER OR ANY OF ITS PROPERTY IS LOCATED FOR THE AMOUNT OF ALL OBLIGATIONS
AND OTHER SUMS DUE OR TO BECOME DUE BY BORROWER TO BANK UNDER THIS AGREEMENT,
TOGETHER WITH COSTS OF SUIT AND WITH ACTUAL COLLECTION COSTS (INCLUDING
ATTORNEYS FEES), WITH OR WITHOUT DECLARATION, WITHOUT STAY OF EXECUTION AND
WITH RELEASE OF ALL ERRORS AND THE RIGHT TO ISSUE EXECUTION FORTHWITH, AND FOR
DOING SO THIS AGREEMENT OR A COPY HEREOF VERIFIED BY AFFIDAVIT SHALL BE

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SUFFICIENT WARRANT.  BORROWER HEREBY WAIVES ALL RELIEF FROM ANY
APPRAISEMENT, STAY OR EXEMPTION LAWS OF ANY STATE NOW IN FORCE OR HEREAFTER
ENACTED.  THIS AUTHORITY AND POWER SHALL
NOT BE EXHAUSTED BY ANY EXERCISE THEREOF, AND JUDGMENT MAY BE CONFESSED AS
AFORESAID FROM TIME TO TIME AS OFTEN AS THERE IS OCCASION THEREFOR UNTIL ALL
SUMS DUE AND OWING HEREUNDER ARE FULLY PAID, PERFORMED, DISCHARGED AND
SATISFIED.

BORROWER
HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS BANK, BY ITS ATTORNEY OR BY THE
PROTHONOTARY OR CLERK OF ANY COURT OF RECORD IN THE COMMONWEALTH OF PENNSYLVANIA
OR IN ANY JURISDICTION WHERE PERMITTED BY LAW, UPON THE OCCURRENCE OF AN EVENT
OF DEFAULT, OR AT ANY TIME THEREAFTER, TO APPEAR FOR BORROWER, AS WELL AS FOR
ANY PERSONS CLAIMING UNDER, BY OR THROUGH BORROWER, IN AN ACTION OR ACTIONS FOR
REPLEVIN OR OTHER APPROPRIATE ACTION AGAINST BORROWER TO CONFESS AND ENTER
JUDGMENT AGAINST BORROWER, FOR RECOVERY OF POSSESSION OF ANY OR ALL OF THE
MORTGAGED PROPERTY AND/OR THE PROCEEDS THEREOF, TOGETHER WITH COSTS OF SUIT AND
WITH ACTUAL COLLECTION COSTS (INCLUDING ATTORNEYS FEES), WITHOUT THE NECESSITY
OF FILING ANY BOND AND WITHOUT STAY OF EXECUTION OR APPEAL AND WITH RELEASE OF
ALL ERRORS AND FOR DOING SO THIS AGREEMENT OR A COPY HEREOF VERIFIED BY
AFFIDAVIT SHALL BE SUFFICIENT WARRANT, WHEREUPON A JUDGMENT AND/OR WRIT OF
POSSESSION AND/OR REPLEVIN OR OTHER APPROPRIATE PROCESS TO OBTAIN POSSESSION OF
SUCH MORTGAGED PROPERTY MAY BE ISSUED FORTHWITH, WITHOUT ANY PRIOR WRIT OR
PROCEEDING WHATSOEVER.  THIS AUTHORITY
AND POWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE THEREOF, AND JUDGMENT MAY BE
CONFESSED AS AFORESAID FROM TIME TO TIME AS OFTEN AS THERE IS OCCASION THEREFOR
UNTIL ALL SUMS DUE AND OWING HEREUNDER ARE FULLY PAID, PERFORMED, DISCHARGED
AND SATISFIED.

| | SECTION 15.13 | Authorization of Agreement;
  Agreement to Constitute Contract.
| | ------------- | ---------------------------------------------------------------

This
Agreement is entered into pursuant to the Act and the Resolution and the
provisions of this Agreement shall be deemed to be and shall constitute a
contract among the Authority, the Borrower and the Bank.

[Signatures follow
on next page]

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IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed by their respective
officers thereunto duly authorized all as of the date first above written.

|        |                      |  | MONTGOMERY COUNTY INDUSTRIAL
  DEVELOPMENT AUTHORITY
|------- | -------------------- |  | ----------------------------------------------------
|        |                      |  |                                                     
|        |                      |  |                                                     
|Attest: |                      |  | By:                                                 
|        |                      |  |                                                     
|        | Gerald J. Birkelbach |  |                                                     
|        | Assistant Secretary  |  |                                                     
|        |                      |  |                                                     
|        |                      |  |                                                     
|        |                      |  | NEOSE TECHNOLOGIES, INC., a
  Delaware corporation  
|        |                      |  |                                                     
|        |                      |  |                                                     
|Attest: |                      |  | By:                                                 
|        |                      |  |                                                     
|        | Name:                |  |                                                     
|        | Title:               |  |                                                     
|        |                      |  |                                                     
|        |                      |  |                                                     
|        |                      |  | BROWN BROTHERS HARRIMAN & CO.                       
|        |                      |  |                                                     
|        |                      |  |                                                     
|Attest: |                      |  | By:                                                 
|        |                      |  |                                                     
|        | Name:                |  |                                                     
|        | Title:               |  |                                                     
|        |                      |  |                                                     

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EXHIBIT
A
[FORM OF BOND]

Montgomery County
Industrial Development Authority
Variable Rate Revenue Bond
(Neose Technologies, Inc. Project)
Series 2004

|No. | $1,000,000
|--- | ----------

MONTGOMERY
COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY (the Authority), a body corporate and
politic and a public instrumentality duly existing under the laws of the
Commonwealth of Pennsylvania (the Commonwealth), for value received, hereby
promises to pay (but only from the special revenues and funds hereinafter
described) to BROWN BROTHERS HARRIMAN & CO., or its registered assigns (the
Bank), on March 31, 2014, upon the presentation and surrender hereof at the
principal office of the Borrower herein described, the principal sum of ONE
MILLION DOLLARS ($1,000,000), and to pay (but only out of the sources
hereinafter mentioned) interest on said principal sum at the interest rate
hereinafter described.  Payment of the
principal of and interest on this Bond shall be in any coin or currency of the
United States of America as, at the respective times of payment, shall be legal
tender for the payment of public and private debts.

THIS
BOND IS A LIMITED OBLIGATION OF THE ISSUER AND IS PAYABLE SOLELY OUT OF AMOUNTS
HELD UNDER THE AGREEMENT (HEREAFTER DESCRIBED) AND AMOUNTS TO BE DERIVED FROM
THE AGREEMENT AND IS SECURED AS SET FORTH IN THE AGREEMENT.  THIS BOND AND THE INTEREST HEREON SHALL NOT
BE DEEMED TO CONSTITUTE A DEBT, LIABILITY, GENERAL OBLIGATION OR A PLEDGE OF
THE FAITH AND CREDIT OR THE TAXING POWER OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION
THEREOF.  NEITHER THE COMMONWEALTH OF
PENNSYLVANIA NOR ANY POLITICAL SUBDIVISION THEREOF NOR THE ISSUER SHALL BE
OBLIGATED TO PAY THE PRINCIPAL OF THIS BOND, THE INTEREST HEREON OR OTHER COSTS
INCIDENT HERETO EXCEPT FROM THE REVENUES AND FUNDS PLEDGED THEREFOR, AND
NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE COMMONWEALTH OF
PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF
THE PRINCIPAL OF THIS BOND OR THE INTEREST HEREON OR OTHER COSTS INCIDENT
THERETO.

The
Agreement and all rights of the Authority thereunder (except for certain
Reserved Rights of the Authority) have been assigned to the Bank to secure
payment of such principal and interest.

This
Bond is a duly authorized issue of variable rate revenue bond of the Authority
issued in the original principal amount of $1,000,000 designated as Montgomery
County Industrial Development Authority Variable Rate Revenue Bond (Neose
Technologies, Inc. Project), Series 2004 (the Bond), issued under and
pursuant to the constitution and laws of the

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Commonwealth, including
particularly the Pennsylvania Economic Development Financing Law, as amended
(the Act), and the Financing Agreement (the Agreement) dated February 23,
2004 by and among the Authority, Neose Technologies, Inc., a Delaware
corporation (the Borrower) and Brown Brothers Harriman & Co. (the Bank)
for the purpose of undertaking the Refunding Program more fully described in
the Agreement.  The Authority has
assigned certain of its rights under the Agreement, including its right to
receive loan payments from the Borrower thereunder, to the Bank to secure the
Authoritys obligations with respect to this Bond.  As security for the payment by the Borrower of its obligations
under the Agreement, the Borrower has granted to the Bank as the owner of this
Bond and the assignee of the Authoritys rights under the Agreement, a mortgage
lien upon certain property of the Borrower pursuant to an Open-End Mortgage and
Security Agreement and a Security Agreement, each  dated as of February 23, 2004. 
Reference is made to the Agreement for a description, inter
alia,of the provisions with respect to the nature and extent of the
security for this Bond, the rights, duties, obligations and immunities of the
Authority, the Borrower, and the Bank of this Bond and the terms upon which
this Bond is or may be issued or secured and transferred.

The
Bond shall be issued in one denomination equal to the entire principal amount
hereof.  All payments of principal by
the Authority whether pursuant to optional or mandatory redemption or
prepayment or otherwise shall be made directly to the Bank.

DEFINED TERMS

All
capitalized terms not defined herein shall have the meanings ascribed to such
terms in the Agreement.  As used in this
Agreement, the following terms shall have the following meanings (such meanings
to be equally applicable to both the singular and plural forms of the terms
defined):

| | As-Offered Fixed Rate
  means a fixed rate of interest quoted by the Bank for such fixed periods as
  Bank may offer from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Applicable Marginmeans: (a) 150 basis points when the
  LIBOR is less than 4.00%; (b) 125 basis points when the LIBOR ranges from
  4.00% to 6.00%, inclusive; and (c) 100 basis points when the LIBOR is greater
  than 6.00%.                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | LIBORmeans the ninety (90) day London
  inter-bank offered rate, determined by Bank by reference to market reporting
  services available to the Bank and other banks and financial institutions.                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Interest
  Payment Date means the last day of each March, June,
  September and December of each year, commencing March 31, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Interest
  Period means (a) initially, the period beginning on the
  date hereof and ending on March 31, 2004; and (b) thereafter, each period
  commencing on the day immediately succeeding the last day of the immediately
  preceding Interest Period and ending the last day of the then-current
  calendar quarter succeeding such date; provided that to the extent the
  Borrower selects the As-Offered Fixed Rate to be applicable to the
  outstanding balance hereof, the Interest Period shall end at the end of the
  term applicable to such As-

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| | Offered Fixed Rate; provided, however, that no
  Interest Period may end later than the Maturity Date.
| | ------------------------------------------------------------------------------------------------------
| |                                                                                                       
| | Maturity
  Date means March 31, 2014.                                                               

INTEREST RATE PROVISIONS

For
each Interest Period, the outstanding principal amount hereof shall bear
interest at Borrowers option, at: (1) the As-Offered Fixed Rate, if then
offered and available by the Bank; or (2) LIBOR plus the Applicable Margin,
such rate to be selected by the Borrower, not less than two (2) days prior to
the end of each Interest Period by telephonic notice to the Bank and to apply
to the outstanding balance hereof for the succeeding Interest Period.  In the absence of notice by the Borrower as
aforesaid, the interest rate applicable hereto shall continue at the rate selected
by the Bank.  Interest shall be due and
payable to the Bank quarterly on each Interest Payment Date.

If
the Bank shall have determined that: (a) by reason of circumstances affecting
the Bank in the London market interbank, adequate means do not exist for
ascertaining LIBOR, or (b) LIBOR no longer adequately reflects the Banks cost
of funding loans then, upon notice from the Bank to the Borrower, the Bank, in
its commercially reasonable judgment, may select a substitute rate for LIBOR,
and, the term LIBOR, as used herein, shall constitute such substitute rate
thereafter.

Upon
the occurrence of a Determination of Taxability, the interest rate applicable
to the Outstanding balance of the Bond shall become a taxable floating rate
equal to the floating rate (as opposed to the As-Offered Fixed Rate provided
for in the Credit Agreement) applicable, from time to time, to outstanding
balances under the Credit Agreement (as defined in the Agreement), or to the
extent that the all amounts due and owing under the Credit Agreement have been
repaid in full, the floating interest rate that would be applicable to amounts
outstanding under the Credit Agreement; provided that the Interest Payment
Dates and Interest Periods shall remain the same as set forth in the Bond.

In
the event of any decrease in the highest marginal tax rate imposed on
individuals for federal income tax purposes, the interest rate on this Bond
shall be adjusted by multiplying the rate otherwise to be applied in accordance
with the provisions above by a fraction equal to: (1- New Tax Rate)/(1- Current
Tax Rate), where New Tax Rate equals the newly applicable highest marginal
tax rate, and Current Tax Rate equals the highest marginal tax rate
applicable on the date of original issuance of this Bond, such tax rates, in
each case, being expressed as a decimal (e.g. 40% equals .40).

Tax
Indemnification.  If at any time,
either: (a) in the opinion of Counsel for the Bank, any payment of interest or
principal or any amount in respect of or measured in whole or in part by
reference to interest on or principal of this Bond, shall be subject to a preferencetax
(meaning a tax imposed by Sections 55-58 of the Code, or any successor sections
thereto or any similar federal tax preferences or similar items), excess
profits tax or other federal tax on a basis other than as existing on the date
of original issuance hereof; or (b) the Bank shall otherwise be subject to any
increased cost as a result of any change (whether as a result of a change in
law or

43

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otherwise, but excluding
any change due to the actions of the Bank) in the tax consequences of ownership
of this Bond (including by reason of the disallowance or diminishment of any
deduction available to the Bank); then, in any case, upon notice to such effect
from the Bank to the Borrower and the Authority, which notice shall set forth
the date as of which any such event shall have occurred, there shall be paid to
the Bank, as additional interest on this Bond, an amount which, after giving
effect to all taxes, interest and penalties, in addition to any other charges
required to be paid by the Bank as a result of such payment, is equal to the
amount of any such preference, excess profits or other federal taxes and any
interest and penalties, or any other additions to tax, which are payable by the
Bank as a consequence of such change (computed on the assumption that taxes are
payable by the Bank at the highest marginal statutory rate of tax imposed on individuals),
it being the intent and purpose of the parties hereto that the profit of the
Bank with respect to the payment of interest to it on this Bond shall not be
diminished by any such event (whether through or as a result of direct or
indirect federal taxation of the interest on or principal of this Bond, the
disallowance or diminishment of a deduction or otherwise).

Taxable
Rate.  Notwithstanding the
foregoing, if at any time hereafter, either before or after the payment of the
entire principal of and interest on this Bond, there shall be a Determination
of Taxability as defined in the Agreement (hereinafter a Determination of
Taxability), then, in such event, the Bank, at its discretion, may
retroactively increase the interest rate specified above to an interest rate
which maintains the after tax yield to the Bank on such payments of principal
and interest equal to the tax exempt yield earned by the Bank prior to the tax
exempt status being changed.  If the
Bank chooses to adjust the interest rate based on a proposed adjustment by the
Internal Revenue Service, the Borrower shall make the increased interest
payments, provided, however, if such proposed adjustment does not result in a
final adjustment to the interest rate hereunder, the Bank hereby agrees to
reimburse Borrower for any increased interest payments made as a result of the
adjustment of the interest rate.  If the
tax exempt status of this Bonds interest is altered, including by any
determination as to its exempt status after repayment of the Bond, the Bank, at
its election, shall require the Borrower to pay to the Bank any interest,
penalties and other late payment charges incurred by the Bank as a result of
the change to the Bonds tax exempt status. 
The failure of the Bank to make a demand promptly following a
Determination of Taxability shall not alter the rights or obligations of the
Bank.  If there is more than one
Determination of Taxability, this paragraph shall be fully applicable to each
such Determination of Taxability, whether or not the Bank exercised any or all
of the rights or remedies that arose under any prior Determination of
Taxability, and all the Banks rights and remedies shall be cumulative except
to the extent of any written waiver by the Bank.  If the Bank receives written notice of any Determination of
Taxability, it will give prompt written notice thereof to the Borrower and the
Authority, and the Borrower shall have the right to require the Bank to
prosecute any administrative or judicial remedies available to it unless the
Bank determines, in its sole discretion, that the prosecution of such remedies
is against its best interests, provided that the Borrower shall pay all
expenses of prosecuting any such remedies.

Default
and Overdue Interest.  Upon the
occurrence of any Event of Default under the Agreement, and so long as any such
Event of Default shall be continuing, the interest rate payable on this Bond in
accordance with the provisions set forth above shall be increased by two
percent (2%)(200 basis points).

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General.  Interest, calculated on the basis of a
360-day year for the actual number of days elapsed, shall accrue daily and
shall be payable quarterly in arrears on each Interest Payment Date to the
registered owner hereof, as shown on the registry books of the Bank on the
Business Day preceding such Interest Payment Date (a Record Date).  The interest due hereon shall be calculated
by the Bank in accordance with Section 8.1(a)(i) of the Agreement.  Interest on this Bond shall be paid in such
manner as the Borrower and the Bank shall agree.

REDEMPTION
PROVISIONS

Optional
Redemption.  The Bond shall be
subject to optional redemption by the Authority, at the written direction of
the Borrower, in whole or in part (but if in part in the principal amount of
$100,000 or integral multiples of $5,000 in excess thereof), on any interest
Payment Date, at a price equal to 100% of the principal amount thereof to be
redeemed, together with accrued interest to the date of redemption, subject to
the additional provisions described under Breakage Costs below.  The Borrower shall provide the Bank with
notice of the date of any optional redemption pursuant to this paragraph and
the principal amount of the Bond to be redeemed, sent to the Bank in accordance
with Section 15.3 of the Agreement at least ten (10) days before such
redemption date.  On each such
redemption date, payment of the redemption price having been made to the Bank
as provided herein and in the Agreement, the Bond or the portion thereof so
called for redemption shall become due and payable on the redemption date and
interest shall cease to accrue thereon from and after the redemption date.

Redemption
upon Repayment of Credit Agreement. 
Upon the repayment by the Borrower of all amounts due under the Credit
Agreement (as defined in the Agreement), the Bond shall be redeemed by the
Authority, at the option of the Bank, at a redemption price equal to 100% of
the principal amount thereof, together with accrued interest to the date of
redemption, subject to the additional provisions described under Breakage
costs below, upon the written demand of the Bank to the Borrower, with a copy
to the Authority.  The Bond, or any
portion thereof, shall be redeemed, and the redemption price of the Bond and
all other amounts due hereunder and in the Agreement shall be paid to the owner
of the Bond, on the date specified by the Bank.

Breakage
Costs.  In addition to any amounts
due in connection with the redemption of the Bond as set forth above, in the
event of any redemption or prepayment of the Bond for any reason, whether by
redemption, prepayment, acceleration or otherwise, there shall be paid to the
Bank an additional amount equal to the sum of all actual losses or expenses
suffered or incurred by the Bank as a result of the redemption or prepayment,
which is specifically limited to any loss, breakage or other cost or expense
incurred by reason of the termination of any interest rate protection agreement
..

On
each such redemption date, payment or provision for payment of the redemption
price having been made, this Bond or the portion thereof so called for
redemption shall become due and payable on the redemption date, and interest
shall cease to accrue thereon from and after the redemption date.

In
the event of a redemption of this Bond in whole, the redemption price shall be
paid to the Bank only upon surrender of this Bond at the principal office of the Borrower or such other

45

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place as the Borrower
shall designate on such Interest Payment Date. 
In the event of a partial optional or mandatory redemption, payment
shall be made by wire transfer of immediately available funds without
presentation and surrender of this Bond, provided that the Borrower record of
such payment shall be conclusive and binding upon the Bank and each succeeding
owner of this Bond, absent manifest error.

The
Agreement permits the amendment thereof and the modifications of the rights and
obligations of the Authority and the rights of the owner of this Bond upon the
terms set forth therein.  Any consent or
waiver by the owner of this Bond shall be conclusive and binding upon such Bank
and upon all future owners of this Bond and of any Bond issued upon the
transfer of this Bond whether or not notation of such consent or waiver is made
hereon.  The Agreement also contains
provisions permitting the owner of this Bond to waive certain past defaults
under the Agreement and their consequences.

This
Bond is issued under and pursuant to, and in full compliance with the laws of
the Commonwealth, including particularly the Act, which shall govern its
construction, and by appropriate action duly taken by the Authority which
authorizes the execution and delivery of the Agreement and this Bond.

No
covenant or agreement contained in this Bond shall be deemed to be the covenant
or agreement of any member, officer, attorney, agent or employee of the
Authority in an individual capacity.  No
recourse shall be had for the payment of principal, premium, if any, or
interest on this Bond or any claim based thereon or on any instruments and
documents executed and delivered by the Authority in connection with the
Project Facilities, against any officer, member, agent, attorney or employee of
the Authority past, present or future, or any successor body or their
representative heirs, personal representatives, successors, as such, either
directly or through the Authority, or any such successor body, whether by
virtue of any constitutional provision, statute or rule of law, or by the
enforcement of any assessment or penalty, or otherwise, all of such liability
being hereby released as a condition of and as a consideration for the
execution and delivery of this Bond.

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

IT
IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things
required to exist, happen and be performed precedent to and in the execution
and delivery of the Agreement and issuance of this Bond do exist, have
happened, exist and have been performed.

Signatures follow
on next page

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IN
WITNESS WHEREOF, the Montgomery County Industrial Development Authority has
caused this Bond to be executed in its name by the manual or facsimile
signature of its Chairperson or Vice Chairman, and the manual impression or
facsimile of its corporate seal to be affixed hereto and attested by the manual
or facsimile signature of its Secretary or Assistant Secretary.

Dated: February 23, 2004

|[SEAL]  |                      | MONTGOMERY COUNTY INDUSTRIAL
  DEVELOPMENT AUTHORITY
|------- | -------------------- | ----------------------------------------------------
|        |                      |                                                     
|        |                      |                                                     
|Attest: |                      |                                                     
|        |                      |                                                     
|        | Gerald J. Birkelbach |                                                     
|        | Assistant Secretary  |                                                     

47

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