Exhibit
10.3

GENERAL SECURITY
AGREEMENT

THIS
GENERAL SECURITY AGREEMENT, dated as of February 23, 2004, is made by NEOSE
TECHNOLOGIES, INC., a Delaware corporation (Obligor), to BROWN BROTHERS HARRIMAN &
CO., a private bank organized as a partnership (the Secured Party).

SECTION
1.  Grant of Security Interest.

Obligor
hereby grants to Secured Party a security interest in all of Obligors right,
title and interest in and to the following property of Obligor, whether now
owned or hereafter arising or acquired (collectively, the Collateral):

(a)     accounts,
general intangibles, chattel paper, and instruments (collectively, the Receivables);

(b)     inventory;

(c)     documents;

(d)     equipment
(whether or not constituting fixtures);

(e)     letter
of credit rights;

(f)     supporting
obligations; and

(g)     to
the extent not otherwise included in the original collateral described above,
all proceeds and products of any of the foregoing.

Notwithstanding
the foregoing, the Collateral shall not include:  (a) Obligors Intellectual Property or Liquidity, as such terms
are defined in that certain Credit Agreement (the Credit Agreement), dated January
30, 2004 by and between Obligor and Secured Party, except as otherwise provided
in the Credit Agreement; and (b) any equipment financed by any third party
which constitutes Permitted Indebtedness under the Credit Agreement, to the
extent such financing arrangements preclude liens in favor of any other person
or entity.

Obligor
represents and warrants that it is the sole owner of the Collateral and has the
legal right to grant to Secured Party a security interest therein, and that the
Collateral is free and clear of all other liens, security interests and
encumbrances, other than the Permitted Liens (as such term is defined in the
Credit Agreement).

SECTION
2.  Security for Liabilities.

This
Agreement secures the payment and performance of all indebtedness, obligations,
and liabilities of every kind and nature (whether primary or secondary, direct
or indirect, absolute or contingent, sole, joint, or several, secured or
unsecured, similar or dissimilar, or

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related or unrelated),
heretofore, now, or hereafter contracted or acquired, of Obligor to Secured
Party under the Financing Agreement (as defined below) and the Bond (as defined
in the Financing Agreement)(collectively, the Liabilities).

SECTION
3.  Obligor Remains Liable.

Anything
herein to the contrary notwithstanding, (a) Obligor shall remain liable under
its contracts and agreements included in the Collateral to the extent set forth
therein to perform all of Obligors duties and obligations thereunder to the
same extent as if this Agreement had not been executed, (b) the exercise by
Secured Party of any of the rights hereunder shall not release Obligor from any
of its duties or obligations under its contracts and agreements included in the
Collateral, and (c) Secured Party shall not have any obligation or liability
under the contracts and agreements included in the Collateral by reason of this
Agreement, nor shall Secured Party be obligated to perform any of the
obligations or duties of Obligor thereunder or to take any action to collect or
enforce any claim for payment assigned hereunder.

SECTION
4.  Further Assurances.

(a)     Obligor
agrees that from time to time, at its expense, it will promptly execute and
deliver all further instruments and documents, and take all further action,
that may be necessary or desirable, or that Secured Party may reasonably
request, in order to perfect and protect any security interest granted or
purported to be granted hereby or to enable Secured Party to exercise and
enforce its rights and remedies hereunder with respect to any Collateral.  Without limiting the generality of the
foregoing, Obligor will:  (i) upon request
by Secured Party, mark conspicuously each item of chattel paper included in its
Receivables and each of its records pertaining to any of the Collateral, with a
legend, in form and substance satisfactory to Secured Party, indicating that
such chattel paper or Collateral is subject to the security interest granted
hereby; (ii) if any of its Receivables shall be evidenced by a promissory note
or other instrument, deliver and pledge to Secured Party hereunder such note or
instrument duly indorsed and accompanied by duly executed instruments of
transfer or assignment, all in form and substance satisfactory to Secured
Party; (iii) authorize Secured Party to file such financing or continuation
statements, or amendments thereto, and such other instruments or notices, as
may be necessary or desirable, or as Secured Party may request, in order to
perfect and preserve the security interests granted hereby; (iv) to the extent
that any Collateral consists of letter-of-credit rights, cause the issuer of
each underlying letter of credit to consent to the assignment to Secured Party;
(v) to the extent that any Collateral is in the possession of a third party,
join with Secured Party in notifying the third party of Secured Partys
security interest and in obtaining an acknowledgement from the third party that
it is holding such Collateral for the benefit of Secured Party; and (vi) at any
time that Secured Party so reasonably requests, work with Secured Party to set
up such lock boxes and segregated accounts as Secured Party may request in
order to better perfect the security interest created hereunder in proceeds.

(b)     Obligor
hereby authorizes Secured Party to file one or more financing or continuation
statements, and amendments thereto, relative to all or any part of the Collateral
without the signature of Obligor where permitted by law.  A carbon, photographic, or other
reproduction of this Agreement or any part thereof shall be sufficient as a
financing statement where permitted by law.

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(c)     Obligor
will furnish to Secured Party from time to time statements and schedules
further identifying and describing the Collateral and such other reports in
connection with the Collateral as Secured Party may request, all in reasonable
detail.

(d)     Obligor
shall not reincorporate or reorganize itself under the laws of any jurisdiction
other than the jurisdiction in which it is incorporated or organized as of the
date hereof, and shall not change its organizational structure under such
jurisdiction if such action would, in the judgment of Secured Party, require
filing under the Uniform Commercial Code, as adopted, in a different
jurisdiction in order to maintain perfection of the security interest granted
hereby, without the prior written consent of Secured Party.

(e)     Obligor
shall not change its corporate name without providing Secured Party at least
thirty (30) days prior written notice.

SECTION
5.  Insurance.

Obligor
shall, at its own expense, (i) keep its property and business insured against
fire and other hazards (so-called all risk coverage) in amounts and with
companies reasonably satisfactory to Secured Party, or the amount necessary to
avoid any co-insurance penalty, which policy shall name Secured Party as loss
payee as its interest may appear, (ii) maintain public liability coverage
against claims for personal injuries, death or property damage in an amount
deemed reasonable by Secured Party, which policy shall name Secured Party as an
additional insured as its interest may appear, and (iii) maintain all workers
compensation, employment or similar insurance as may be required by applicable
law.  All such property insurance shall
contain an endorsement identifying Secured Party as lienholder, lender loss
payee and mortgagee, and providing for a minimum of thirty (30) days written
cancellation notice to Secured Party. 
In any event, Obligors obligation to carry such insurance may only be
brought within the coverage of a so-called blanket or umbrella policy or
policies of insurance carried and maintained by Obligor if and only if the
coverage afforded Secured Party will not be limited, reduced or diminished by
reason of the use of a blanket or umbrella policy of insurance.  Obligor shall deliver to Secured Party
original or duplicate policies of insurance maintained pursuant hereto and, as
often as Secured Party may reasonably request, a report of a reputable
insurance broker with respect to such insurance.

SECTION
6.  Representations and Warranties.

Obligor
represents and warrants to Secured Party that:

(a)     Obligor
has all requisite rights, powers and authority to execute and deliver this
Agreement and to carry out the transactions contemplated hereby, including, but
not limited to, rights in and the power to transfer the Collateral free and
clear of all claims, liens, security interests and other encumbrances or
restrictions, other than the Permitted Liens. 
The execution, delivery and performance of this Agreement by Obligor has
been duly authorized by all requisite corporate action, and this Agreement has
been duly executed and delivered by Obligor and constitutes its valid and
binding obligation, enforceable against Obligor in accordance with its terms,
except as such enforcement may be limited by bankruptcy, insolvency,
moratorium, reorganization and other similar laws relating to or affecting the
enforcement of creditors rights

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generally, and except
that the availability of specific performance, injunctive relief or other
equitable remedies is subject to the discretion of the court before which any
such proceeding may be brought.

(b)     The
execution, delivery and performance of this Agreement by Obligor will not
violate any provision of law, any rule or regulation of any governmental
authority, or any judgment, decree or order of any court binding on Obligor,
and will not conflict with or result in any breach of any of the terms,
conditions or provisions of, or constitute a default under, or, except as
expressly provided herein, result in the creation of any lien, security interest,
charge or encumbrance upon any of its properties, assets or outstanding stock
under its Certificate of Incorporation or By-Laws or any indenture, mortgage,
lease, agreement or other instrument to which Obligor is a party or by which it
or any of its properties is bound.

(c)     Obligors
chief executive office is located at the place indicated on Schedule 1
hereto and Obligors books and records are and will be maintained at such
location.  Schedule 1 hereto
lists each other location where Obligor maintains a place of business.  All of the Collateral constituting goods is
located at the places indicated on Schedule 1 hereto.  Obligor is the record owner or lessee (as
indicated on Schedule 1) of the real property where such Collateral is
located, with the exception of the storage and warehouse facility of Pierce
Leahy Archives located at 2500 Henderson Drive, Sharon Hill, PA.  Obligors exact legal name and place of
incorporation or legal formation is as indicated in the heading to this Agreement.  Obligor has no trade names and has not used
any name other than its actual corporate name for the preceding five
years.  No entity has merged into
Obligor or been acquired by Obligor within the past five years.  The federal tax identification number and
state organizational identification number, if any, of Obligor is as set forth
on Schedule 1 hereto.

SECTION
7.  Certain Covenants as to Inventory and Equipment.

Obligor
shall:

(a)     Cause
its equipment to be maintained and preserved in the same condition, repair, and
working order as when new, ordinary wear and tear excepted, and, in the case of
any material loss or damage to any of its equipment, as quickly as practicable
after the occurrence thereof, make or cause to be made all repairs,
replacements, and other improvements in connection therewith which are
necessary or desirable to such end, in the reasonable business judgment of
Obligor.

(b)     Pay
promptly when due all property and other taxes, assessments, and governmental
charges or levies imposed upon it or any of its inventory or equipment, and all
claims (including claims for labor, services, materials and supplies) for sums
which by law have or might become a lien upon any of its inventory and equipment.

(c)     After
the occurrence and during the continuance of an Event of Default (as
hereinafter defined), receive in trust for the benefit of Secured Party all
amounts and proceeds received or collected by such Obligor in respect of its
inventory and equipment, segregate such amounts and proceeds from other funds
of such Obligor, and forthwith pay such amounts and

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proceeds over to Secured
Party in the same form as so received (with any necessary endorsement) to be
held as cash collateral and applied as provided in Section 15(b).

(d)     Notify
Secured Party in the event of material loss or damage to the Collateral or of
any material adverse change in Obligors business, financial condition or the
Collateral, or of any other occurrences which could materially and adversely
affect the security of Secured Party.

SECTION
8.  Certain Covenants as to Receivables.

(a)     Upon
the occurrence and during the continuance of an Event of Default, from time to
time upon request, Obligor shall provide Secured Party with (i) schedules
describing all accounts, (ii) additional schedules describing other
Receivables, and (iii) specific written assignments to Secured Party of any of
its Receivables.  Any failure to execute
or deliver any schedule or assignment shall not, however, affect or limit any
security interest or other right of Secured Party in and to any
Receivable.  Upon the occurrence and
during the continuance of an Event of Default, at Secured Partys request, Obligor
shall also furnish to Secured Party copies of invoices to customers and
shipping and delivery receipts or warehouse receipts relating thereto, as well
as such other documents and instruments as Secured Party may reasonably request
in connection with any Receivable.

(b)     Upon
the occurrence and during the continuance of an Event of Default, Obligor shall
promptly notify Secured Party of all returns, repossessions and recoveries of
goods covered by the Receivables and of all claims asserted with respect
thereto.  Each such notification shall
be accompanied by a statement describing the relevant goods and the location
thereof.  Upon the occurrence and during
the continuance of an Event of Default, Obligor shall not settle or adjust any
dispute or claim, grant any discount, credit or allowance, or accept any return
of merchandise except in the ordinary course of business.  Upon the occurrence and during the
continuance of an Event of Default, when Obligor receives collateral of any
kind by reason of transactions between itself and its customers or account
debtors, it will hold the same on Secured Partys behalf, subject to Secured
Partys instructions, as property forming part of the Receivables.

(c)     Upon
the occurrence and during the continuance of an Event of Default, Secured Party
shall have the right from time to time to communicate directly with account
debtors and obligors on the Receivables and to do test verifications of the
Receivables.

(d)     Obligor
shall promptly notify Secured Party if any of its accounts arise out of
contracts with the United States or any agency or instrumentality thereof, and
execute any instruments and take any steps required by Secured Party in order
that all moneys due and to become due under such contracts shall be assigned to
Secured Party in accordance with the requirements of, and notice given to the
Government under the Federal Assignment of Claims Act.

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SECTION
9.  Transfers and Other Liens.

Obligor
shall not:

(a)     Sell,
assign (by operation of law or otherwise), or otherwise dispose of any of the
Collateral except (1) in the ordinary course of business or (2) if outside the
ordinary course of business, where the cost of such Collateral does not exceed
$100,000.

(b)     Create,
permit or suffer to exist any lien, security interest, or other charge or
encumbrance upon or with respect to any of the Collateral, other than Permitted
Liens as provided for in the Credit Agreement.

SECTION
10.  Secured Party Appointed Attorney-in-Fact.

Obligor
hereby irrevocably appoints Secured Party as its attorney-in-fact, with full
authority in the place and stead of Obligor and in the name of Obligor, Secured
Party, or otherwise, from time to time in Secured Partys discretion to take
any action and to execute any instrument which Secured Party may deem necessary
or advisable to accomplish the purposes of this Agreement, including, without
limitation:

(a)     to
authorize the filing of and/or sign in the name and on behalf of Obligor any
financing statements or other papers required under Section 4;

(b)     subject
to the terms of the Financing Agreement (the Financing Agreement) dated
the date hereof by and among Obligor, Secured Party and the Montgomery County
Industrial Development Authority (the Authority)
a municipal authority incorporated, organized and duly existing under the
Economic Development Financing Law, 73 P.S. 371, et seq., as amended and
supplemented, of the Commonwealth of Pennsylvania and that certain open-end
mortgage and security agreement (the Mortgage),
dated as of the date hereof, by and between Obligor and Secured Party, to
obtain and adjust insurance required to be paid to Secured Party pursuant to
Section 5;

(c)     following
the occurrence and during the continuance of an Event of Default;

| | 1.     to
  ask, demand, collect, sue for, recover, compound, receive, and give
  acquittance and receipts for moneys due and to become due under or in respect
  of any of the Collateral;                                                                                 
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| |                                                                                                                                                                                                                                                                             
| | 2.     to
  receive, indorse, and collect any drafts or other instruments, documents, and
  chattel paper in connection with subsection (b) or (c) above; and                                                                                                               
| |                                                                                                                                                                                                                                                                             
| | 3.     to
  file any claims or take any action or institute any proceedings which Secured
  Party may deem necessary or desirable for the collection of any of the
  Collateral or otherwise to enforce the rights of Secured Party with respect
  to any of the Collateral.

Obligor
hereby ratifies and approves all acts of Secured Party as such attorney-in-fact
taken in compliance with this Section 10. 
Secured Party shall not, in its capacity as such attorney-in-fact, be
liable for any acts or omissions, nor for any error in judgment or mistake of

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fact or law, but only for
gross negligence or willful misconduct as determined by a court of competent
jurisdiction in a final, nonappealable judgment.  This power, being coupled with an interest, is irrevocable until
all Liabilities have been fully satisfied and until Secured Party is no longer
committed to allow additional Liabilities to be incurred.  Any amounts received or collected by Secured
Party in its capacity as such attorney-in-fact and in compliance with this
Section 10 shall be held as cash collateral and applied as provided in Section
15(b).

SECTION
11.  Secured Party May Perform.

If
Obligor fails to perform any agreement contained herein, Secured Party may
itself perform, or cause performance of, such agreement, and the expenses of
Secured Party incurred in connection therewith shall be payable by Obligor
under Section 16(b).

SECTION
12.  Secured Partys Duties.

The
powers conferred on Secured Party hereunder are solely to protect its interest
in the Collateral and shall not impose any duty to exercise any such
powers.  Except for the safe custody of
any Collateral in its possession and the accounting for moneys actually
received by it hereunder, Secured Party shall not have any duty as to any
Collateral or as to the taking of any necessary steps to preserve rights
against any parties or any other rights pertaining to any Collateral.  Without limiting the generality of the
foregoing, Secured Party has no obligation to clean-up or otherwise prepare the
Collateral for sale.

SECTION
13.  Inspection Rights.

Secured
Party at all times shall have access to inspect, audit, and make extracts from
all of Obligors records, files, and books of account relating to the Collateral
and to examine and inspect inventory and other Collateral owned by Obligor;
provided, prior to an Event of Default, such access, examination and inspection
shall be limited to four (4) times in any calendar year, shall be during
regular business hours, and shall be upon five (5) days prior notice to
Obligor.  Obligor shall, at Secured
Partys request, take all steps necessary to facilitate such inspection.  Obligor shall deliver any document or
instrument necessary for Secured Party to obtain records from any service
bureau maintaining records for Obligor.

SECTION
14.  Default.

Event of Default means subject to any
applicable period of grace or cure, (i) nonpayment of any of the Liabilities
when due (whether at stated maturity or upon demand, acceleration of maturity
or otherwise), (ii) any other default with respect to the Liabilities, (iii)
any other failure by Obligor to perform any of its obligations under this
Agreement, the Financing Agreement or any other Loan Document evidencing or
securing any of the Liabilities, or (iv) any breach of any representation or
warranty made by Obligor in connection with the transactions contemplated by
this Agreement, the Financing Agreement or any other Loan Document evidencing
or securing any of the Liabilities.

SECTION
15.  Remedies.

If
any Event of Default shall have occurred and be continuing:

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(a)     Secured
Party may exercise in respect of the Collateral, in addition to other rights
and remedies provided for herein or otherwise available to it, all the rights
and remedies of a secured party on default under the Uniform Commercial Code
(the Code) and other applicable laws and agreements, as they may be amended
from time to time, and also may (i) require Obligor to, and Obligor hereby
agrees that it will at its expense and upon request of Secured Party forthwith,
assemble the tangible Collateral as directed by Secured Party and make it
available to Secured Party at a place or places to be designated by Secured
Party which are reasonably convenient to Secured Party and Obligor and (ii)
without notice except as specified below, sell the Collateral or any part
thereof in one or more parcels at public or private sale, at any of Secured
Partys offices or elsewhere, for cash, on credit, or for future delivery, and
upon such other terms as Secured Party may deem commercially reasonable.  Obligor agrees that, to the extent notice of
sale shall be required by law, at least five (5) Business Days notice to
Obligor of the time and place of any public sale or the time after which any
private sale is to be made shall constitute reasonable notification.  Secured Party shall not be obligated to make
any sale of the Collateral regardless of notice of sale having been given.  Secured Party may adjourn any public or
private sale from time to time by announcement at the time and place fixed
therefor, and such sale may, without further notice, be made at the time and
place to which it was so adjourned.

(b)     All
cash proceeds received by Secured Party in respect of any sale of, collection
from, or other realization upon all or any part of the Collateral may, in the
discretion of Secured Party, be held by Secured Party (without interest) as
collateral for, and/or then or at any time thereafter applied (after payment of
any amounts payable to Secured Party pursuant to Section 16) in whole or in
part by Secured Party against, all or any part of the Liabilities in such order
as Secured Party shall elect.  Any
surplus of such cash or cash proceeds held by Secured Party and remaining after
payment in full of all the Liabilities shall be paid over to Obligor or to
whosoever may be lawfully entitled to receive such surplus.  Obligor shall be liable to Secured Party for
any deficiency amount.

(c)     Secured
Party may comply with any applicable law in connection with a disposition of
Collateral and compliance will not be considered adversely to affect the commercial
reasonableness of any sale of the Collateral. 
Secured Party may sell the Collateral without giving any warranties and
may specifically disclaim such warranties. 
If Secured Party sells any of the Collateral on credit, Obligor will
only be credited with payments actually made by the purchaser.

SECTION
16.  Indemnity and Expenses.

(a)     Obligor
agrees to indemnify Secured Party (including any partner, officer, employee,
director or agent of Secured Party) from and against any and all claims, losses,
and liabilities arising out of or resulting from this Agreement (including,
without limitation, enforcement of this Agreement), except claims, losses, or
liabilities resulting from Secured Partys gross negligence or willful
misconduct as determined by a court of competent jurisdiction in a final,
nonappealable judgment.

(b)     Obligor
will upon demand pay to Secured Party the amount of any and all reasonable
expenses, including the reasonable fees and disbursements of its counsel and of
any

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experts and agents, which
Secured Party may incur in connection with (i) the preparation, administration
and amendment of this Agreement, (ii) the custody, preservation, use, or
operation of, or the sale of, collection from, or other realization upon, any
of the Collateral, (iii) the exercise or enforcement of any of the rights of
Secured Party hereunder, or (iv) the failure by Obligor to perform or observe
any of the provisions hereof.

SECTION
17.  Amendments, Indulgences, Etc.

No
amendment or waiver of any provision of this Agreement nor consent to any
departure by Obligor here from shall in any event be effective unless the same
shall be in writing and signed by Secured Party and Obligor, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.  No
failure or delay on the part of Secured Party in the exercise of any right,
power, or remedy under this Agreement shall constitute a waiver thereof, or
prevent the exercise thereof in that or any other instance.  No remedy or right herein conferred upon, or
reserved to Secured Party is intended to be to the exclusion of any other
remedy or right, but each and every such remedy or right shall be cumulative
and shall be in addition to every other remedy or right given hereunder or
under any other contract or under law.

SECTION
18.  Notices.

All
notices, requests and demands to or upon the respective parties hereto shall be
deemed to have been given or made, (a) if delivered by hand against receipt, on
the date of such delivery, or (b) if deposited in the mails, postage prepaid,
registered or certified mail, return receipt requested, on the third day
following the date of postmark, addressed as follows or to such other address
as may be hereafter designated in writing by the respective parties hereto:

| | If to Obligor:      
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| | With a copy to:     
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| | If to Secured Party:
| |                     
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| |                 | Philadelphia, PA 19102               
| | --------------- | -------------------------------------
| |                 | Attention: J. Clark ODonoghue       
| |                 | Facsimile: 
  (215) 864-3989         
| |                 |                                      
| | With a copy to:
| |                 |                                      
| |                 | Stradley, Ronon, Stevens & Young, LLP
| |                 | 2600 One Commerce Square             
| |                 | Philadelphia, PA 
  19103            
| |                 | Attention: Dean M. Schwartz, Esquire 
| |                 | Facsimile: (215) 564-8120            

SECTION
19.  Continuing Security Interest; etc.

This
Agreement shall create a continuing security interest in the Collateral and
shall (a) be binding upon Obligor and its successors and assigns and (b) inure
to the benefit of Secured Party and its successors and assigns.  The execution and delivery of this Agreement
shall in no manner impair or affect any other security (by endorsement or
otherwise) for the payment or performance of the Liabilities and no security
taken hereafter as security for payment or performance of the Liabilities shall
impair in any manner or affect this Agreement or the security interest granted
hereby, all such present and future additional security to be considered as one
general, continuing security.  Any of
the Collateral may be released from this Agreement without altering, varying,
or diminishing in any way this Agreement or the security interest granted
hereby as to the Collateral not expressly released, and this Agreement and such
security interest shall continue in full force and effect as to all of the
Collateral not expressly released.

SECTION
20.  Governing Law; Consent to Jurisdiction; etc.

This
Agreement shall be governed by and construed in accordance with the laws of the
Commonwealth of Pennsylvania without reference to its conflicts of laws
principles.  Obligor consents to the
jurisdiction of the courts of Pennsylvania and of the courts of the United
States sitting in Pennsylvania in any litigation concerning this Agreement, and
Obligor waives any objection based on venue or inconvenient forum.  Each of Obligor and Secured Party waives any
right to trial by jury in any litigation involving this Agreement.  Unless otherwise defined herein, terms
defined in the Code as in effect in Pennsylvania on the date hereof (including
the terms accounts, general intangibles, chattel paper, instruments,
inventory, documents, equipment, fixtures, investment property,
deposit accounts, letter of credit rights, supporting obligations,
proceeds, and products) are used herein as therein defined as of such
date.  This Agreement may be executed in
any number of counterparts, all of which taken together shall constitute one and
the same instrument, and any of the parties hereto may execute this Agreement
by signing any such counterpart.

SECTION
21.  Severability.

The
provisions of this Agreement are independent of and separable from each other,
and no such provision shall be affected or rendered invalid or unenforceable by
virtue of the fact that for any reason any other such provision may be invalid
or unenforceable in whole or in part.

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SECTION
22.  Waiver of Jury Trial; Confession of Judgment.

WAIVER
OF JURY TRIAL.  EACH OBLIGOR AND
SECURED PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH
SUIT, ACTION OR PROCEEDING.  OBLIGOR
FURTHER ACKNOWLEDGES AND AGREES THAT WAIVER OF JURY TRIAL IS A SPECIFIC AND
MATERIAL ASPECT OF THIS AGREEMENT AND THAT SECURED PARTY WOULD NOT HAVE AGREED
TO MAKE ANY LOAN OR ACCEPT THIS AGREEMENT OR ANY NOTE WITHOUT SUCH AGREEMENT.

CONFESSION
OF JUDGMENT.  OBLIGOR HEREBY
IRREVOCABLY AUTHORIZES AND EMPOWERS SECURED PARTY, 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
CONTINUANCE OF AN EVENT OF DEFAULT, TO APPEAR FOR OBLIGOR AND CONFESS AND ENTER
JUDGMENT AGAINST OBLIGOR IN FAVOR OF SECURED PARTY IN ANY JURISDICTION WHERE
OBLIGOR OR ANY OF ITS PROPERTY IS LOCATED FOR THE AMOUNT OF ALL OBLIGATIONS AND
OTHER SUMS DUE OR TO BECOME DUE BY OBLIGOR TO SECURED PARTY 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 SUFFICIENT WARRANT. 
OBLIGOR 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.

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OBLIGOR
HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS SECURED PARTY, 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 OBLIGOR, AS
WELL AS FOR ANY PERSONS CLAIMING UNDER, BY OR THROUGH OBLIGOR, IN AN ACTION OR
ACTIONS FOR REPLEVIN OR OTHER APPROPRIATE ACTION AGAINST OBLIGOR TO CONFESS AND
ENTER JUDGMENT AGAINST OBLIGOR, 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.

Signatures follow
on next page.

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IN
WITNESS WHEREOF, Obligor, intending to be legally bound, has executed or caused
the execution of this Agreement, under seal, as of the date first above
written.

| | NEOSE TECHNOLOGIES, INC.     
| | -----------------------------
| |                              
| |                              
| | By:                          
| |                              
| |                              
| |                              
| |                              
| |                              
| | BROWN BROTHERS HARRIMAN & CO.
| |                              
| |                              
| | By:                          
| |                              
| |                              
| |                              

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Schedule 1
toGeneral Security Agreement

|Legal Name of Obligor:      | Neose Technologies, Inc.               
|--------------------------- | ---------------------------------------
|                            |                                        
|Jurisdiction of Formation:  | Delaware                               
|                            |                                        
|Pennsylvania Corporate      |                                        
|Tax Identification No.:     | 6529-840                               
|                            |                                        
|FEIN:                       | 13-3549286                             
|                            |                                        
|Chief Executive Office:     | 102 Witmer Road                        
|                            | Horsham, PA 
  19044  (owned location) 
|                            |                                        
|Other Collateral Locations: | 201 Witmer Road                        
|                            | Horsham, PA 
  19044  (leased location)
|                            |                                        
|                            | 102 Rock Road                          
|                            | Horsham, PA 
  19044  (leased location)

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