Execution Copy


                                   $4,500,000
                  COUNTY OF PUTNAM INDUSTRIAL DEVELOPMENT AGENCY
                 VARIABLE RATE DEMAND REVENUE BONDS, SERIES 2000
                         (DYNACEPT CORPORATION PROJECT)

                              BOND PURCHASE AGREEMENT

December 28, 2000

County of Putnam Industrial Development Agency
34 Gleneida Avenue
Carmel, New York  10512

Ladies and Gentlemen:

The undersigned, NatCity Investments, Inc. (the "Underwriter"), hereby offers to
enter into this Bond Purchase Agreement with you, County of Putnam Industrial
Development Agency (the "Issuer"), for the purchase by the Underwriter and the
sale by the Issuer of $4,500,000 aggregate principal amount of its Variable Rate
Demand Revenue Bonds, Series 2000 (Dynacept Corporation Project) (the "Bonds").
This offer is made subject to acceptance by the Issuer on the date hereof, and
upon such acceptance, and approval hereof by Dynacept Corporation (the
"Institution"), this Bond Purchase Agreement shall be in full force and effect
in accordance with its terms and shall be binding upon the Issuer, the
Institution and the Underwriter.

The Letter of Representation which is dated the date hereof and attached hereto
as Exhibit A (the "Letter of Representation") has been signed by the Institution
and delivered to the Issuer and the Underwriter to induce the Issuer and the
Underwriter to enter into this Bond Purchase Agreement.

1.  Upon the terms and conditions and upon the basis of the representations,
warranties and covenants set forth herein, the Underwriter hereby agrees to
purchase and the Issuer hereby agrees to sell to the Underwriter, all (but not
less than all) of the Bonds, which are to mature, to be subject to optional and
mandatory tender for purchase and to optional and mandatory redemption prior to
maturity, and to bear interest as set forth in Exhibit B attached hereto and
made a part hereof, at an aggregate price of $4,464,000 (par less Underwriter's
discount of $36,000).

2.  The Bonds shall be as described in, and shall be issued pursuant to a
resolution adopted by the Issuer on November 28, 2000 (the "Bond Resolution"),
and an Indenture of Trust dated as of December 1, 2000 (the "Indenture"),
between the Issuer and National City Bank of Michigan/Illinois as trustee (in
such capacity, the "Trustee"). Payments by the Issuer with respect to the
principal of and interest on the Bonds (other than Bank Bonds described in the
Indenture), shall be secured by an irrevocable, direct pay letter of credit (the
"Letter of Credit") issued by National City Bank of Michigan/Illinois (in such
capacity, the "Bank"), in favor of the Trustee, pursuant to a Reimbursement
Agreement, dated as of December 1, 2000, between the Institution and the Bank
(the "Reimbursement Agreement"). The proceeds from the sale of the Bonds shall
be used by the Issuer for the benefit of the Institution pursuant to a Lease
Agreement dated as of December 1, 2000, between the Issuer and the Institution
(the "Agreement"), for the purpose of financing a portion of the costs of the
"Facility" described in the Indenture and paying certain costs associated with
the issuance and credit enhancing of the Bonds.  The land on which the Facility
is to be located will be conveyed by the Institution to the Issuer pursuant to a
Bargain and Sale Deed (defined in the Indenture and herein as the "Deed of
Trust") dated December 28, 2000 from the Institution to the Issuer and such land
and the Facility will be leased by the Issuer to the Institution pursuant to the
Agreement.

3.  The Issuer and the Institution approve the sale of the Bonds to the
Underwriter on the terms referred to herein. However, the Underwriter reserves
the right to change the initial price of the Bonds as it shall deem necessary in
connection with the marketing of the Bonds (which shall not affect the
Underwriter's agreement to purchase the Bonds nor the price at which the Bonds
shall be purchased from the Issuer). The Issuer confirms the authority of the
Underwriter in accordance with law prior to the date hereof, to use the Offering
Circular dated December 20, 2000 (the "Offering Circular") in connection with
the offering and sale of the Bonds.  In addition, the Issuer authorizes the use
by the Underwriter in connection with the offering and sale of the Bonds of the
material included in the Bond Resolution, the Agreement and the Indenture;
provided, that the Issuer assumes no responsibility for any other materials
which may be used by the Underwriter in connection with the offering and sale of
the Bonds, except for any information furnished by the Issuer which concerns the
Issuer, and any such materials shall contain a disclaimer which shall be
acceptable to the Issuer's counsel.

4.  The Issuer agrees to provide or cause to be provided to the Underwriter when
the Offering Circular first becomes available sufficient copies of the Offering
Circular to enable the Underwriter to comply with the requirements of Rule G-32
of the Municipal Securities Rulemaking Board and for its use in remarketing the
Bonds; and the Underwriter agrees to file a copy of the Offering Circular with a
nationally recognized municipal securities information repository on or before
the Closing Date. In addition, at the time of or before execution by the Issuer
of this Bond Purchase Agreement (or as soon as reasonably practicable thereafter
but no later than the Closing Date), the Issuer shall also deliver or cause to
be delivered to the Underwriter, together with such reasonable number of
certified copies thereof as it may request:

 (a)  A copy of the Bond Resolution certified by the Issuer's authorized officer
      as having been duly adopted by the Issuer and being in full force and
      effect on the date hereof.

 (b)  An executed copy of the Indenture.

 (c)  Executed copies of the Deed of Trust and the Agreement.

 (d)  A specimen Bond.

 (e)  An executed copy of this Bond Purchase Agreement and related Letter of
      Representation.

 (f)  A specimen copy of the Letter of Credit.

 (g)  An executed copy of the Reimbursement Agreement and executed copies of any
      documents required to be delivered thereunder.

 (h)  An executed copy of the Remarketing Agreement (as defined in the
      Indenture).

 (i)  A copy of the Offering Circular.

5.  The Issuer represents to and agrees with the Underwriter that:

 (a)  The Issuer is a corporate governmental agency constituting a body
      corporate and politic and a public benefit corporation of the State of
      New York authorized and existing under Article 18-A and Section 927-f of
      the General Municipal Law of the State of New York (Chapter 24 of the
      Consolidated Laws of New York) (collectively, the "Act").  The Issuer
      is authorized to issue the Bonds and to use the proceeds from the sale
      of the Bonds for the purpose of acquiring, constructing, reconstructing,
      and improving and equipping any project (as defined in the Act) which
      shall be suitable for, among other things, manufacturing, warehousing,
      research, civic, commercial or industrial purposes.

 (b)  The adoption of the Bond Resolution, the execution and delivery by the
      Issuer of the Bonds, this Bond Purchase Agreement, the Agreement and the
      Indenture and compliance with the provisions of the Bond Resolution and of
      each of such instruments do not and will not conflict with or constitute a
      breach of, or default under, any indenture, commitment, agreement or other
      instrument to which the Issuer is a party or by which it is bound.

 (c)  The Issuer has full legal right, power and authority (i) to adopt the Bond
      Resolution described in subparagraph (a) of Paragraph 4 hereof, (ii) to
      enter into this Bond Purchase Agreement, the Indenture and the Agreement,
      (iii) to issue, sell and deliver the Bonds to the Underwriter as provided
      herein, and (iv) to carry out and consummate all other transactions
      contemplated by each of such documents, and the Issuer has complied with
      the provisions of the Act in all matters relating to such transactions.

 (d)  The Issuer has duly authorized the execution, delivery and due performance
      of this Bond Purchase Agreement, the Indenture and the Agreement, the
      delivery of the Offering Circular and the taking of any such action as
      may be required on the part of the Issuer to carry out, give effect to
      and consummate the transactions contemplated by such instruments.

 (e)  The Bond Resolution has been duly adopted by the Issuer and is in full
      force and effect and constitutes the valid and binding action of the
      Issuer; and this Bond Purchase Agreement, the Agreement and the Indenture,
      upon due execution and delivery thereof, and assuming due and valid
      authorization, execution and delivery thereof by the other parties
      thereto, will each constitute a valid and binding obligation of the
      Issuer, enforceable in accordance with its terms, except as may be limited
      by bankruptcy, reorganization or other similar laws and equitable
      principles of general application relating to or affecting the enforcement
      of creditors' rights generally.

 (f)  When delivered to and paid for by the Underwriter at the closing in
      accordance with the provisions of this Bond Purchase Agreement, the Bonds
      will have been duly authorized, executed, issued and delivered and,
      assuming due authentication by the Trustee, will constitute valid and
      binding limited obligations of the Issuer of the character referred to
      in the Act, in conformity with, and entitled to the benefit and security
      of, the Act, the Indenture and the Agreement.

 (g)  No approvals, consents or authorizations of or by any governmental or
      public agency, authority or person (except as may be required under the
      securities or "blue sky" laws of any state, including the State of New
      York, with respect to which the Issuer makes no representation) not
      already obtained are required by the Issuer in connection with the
      issuance and sale of the Bonds, the execution and delivery of, or the
      performance of its obligations under, this Bond Purchase Agreement, the
      Bonds, the Indenture and the Agreement.

 (h)  There is no action, suit, proceeding or investigation, at law or in
      equity, or before any court, public board or body, served upon or to the
      best knowledge of the Issuer threatened against or affecting the Issuer,
      wherein an unfavorable decision, ruling or finding would materially and
      adversely affect the transactions contemplated by this Bond Purchase
      Agreement or which in any way would adversely affect the validity or
      enforceability of the Bonds, the Indenture, the Agreement or this Bond
      Purchase Agreement (or of any other instrument required or contemplated
      for use in consummating the transactions contemplated thereby).

 (i)  If between the date hereof and the applicable date provided under Rule
      15c2-12(b)(4) of the Securities and Exchange Commission (but in no event
      earlier than 25 days after the Closing Date) (and whether or not the Bonds
      are subject to such Rule) any event shall occur which might or would cause
      the Offering Circular to contain any untrue statement of a material fact
      or to omit to state any material fact necessary, to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading, (A) the Issuer shall notify the Underwriter of any such event
      of which it has knowledge and, (B) whether or not the Issuer has
      knowledge, if in the opinion of the Underwriter any such event requires
      the preparation and publication of a supplement or amendment to the
      Offering Circular, the Issuer, at the expense of the Institution, will
      supplement or amend the Offering Circular in a form and in a manner
      approved by the Underwriter.

It is understood and agreed that the Issuer makes no representations or
warranties as to (i) the financial or business condition of the Institution or
the Bank, (ii) any statements (financial or otherwise), representations,
documents or certifications provided or to be provided by the Institution or the
Bank in connection with the purchase of the Bonds or (iii) the correctness,
completeness or accuracy of such statements, representations, documents or
certifications.

6.  At 10:00 a.m., New York City time, on December 28, 2000, or at such other
time or on such earlier or later business day as shall have been agreed upon by
the Issuer, the Institution and the Underwriter, the Issuer will deliver to or
at the direction of the Underwriter the Bonds in definitive form, duly executed
and authenticated, together with the other documents hereinafter mentioned; and
the Underwriter will accept delivery of the Bonds and pay the price of the Bonds
as set forth herein in immediately available federal reserve funds payable to
the order of the Trustee for the account of the Issuer. Delivery and payment as
stated above shall be made at the offices of Swidler Berlin Shereff Friedman,
LLP ("Bond Counsel"), The Chrysler Building, 405 Lexington Avenue, New York, New
York, 10174, or at such other place as shall be mutually agreeable to the
parties hereto. Such payment and delivery is hereinafter called the "Closing,"
and such date and time are called the "Closing Date" herein. The Bonds will be
made available for checking and packaging by or at the direction of the
Underwriter, to the Trustee on behalf of The Depository Trust Company, New York,
New York, not later than, 10:00 am., New York City time, on the business day
next preceding the Closing Date.

7.  The Underwriter's obligations under this Bond Purchase Agreement to purchase
the Bonds shall be subject to the performance by the Issuer of its obligations
to be performed under this Bond Purchase Agreement at or prior to the Closing,
to the performance by the Institution of the obligations and agreements to be
performed by it at or prior to the Closing under the Letter of Representation,
and to the accuracy in all material respects of the representations and
warranties of the Issuer and of the Institution contained in this Bond Purchase
Agreement and in the Letter of Representation, respectively, as of the date
hereof and as of the Closing Date, as set forth in or contemplated by the
Offering Circular, and shall also be subject to the following conditions:

 (a)  At the Closing Date, the Indenture, Deed of Trust, the Agreement, the
      Letterof Credit, the Reimbursement Agreement, the Offering Circular, the
      Bond Resolution, this Bond Purchase Agreement and the Letter of Repre-
      sentation shall be in full force and effect, and shall not have been
      amended, modified or supplemented except as may have been agreed to in
      writing by the Underwriter.

 (b)  The Bonds shall have been duly authorized, executed and authenticated in
      accordance with the provisions of the Indenture.

 (c)  No legislation shall have been enacted by the Congress of the United
      States, adopted by either House thereof, or introduced in either House
      thereof, no decision by a Court of the United States or the Tax Court of
      the United States shall have been rendered and no ruling, regulation or
      determination by or on behalf of the Department of Treasury of the United
      States, the Internal Revenue Service or other governmental agency shall
      have been made, with respect to federal taxation upon receipts, revenues
      or other income of the general character expected to be derived by the
      Issuer, including payments under the Agreement, or upon interest received
      on bonds of the general character of the Bonds or which would have the
      effect of adversely changing directly or indirectly the federal income
      tax consequences of interest on bonds of the general character of the
      Bonds in the hands of the holders thereof, which in the reasonable opinion
      of the Underwriter materially affects the market for the Bonds adversely.

 (d)  The United States shall not have become engaged in hostilities which have
      resulted in a declaration of war or a national emergency, nor shall there
      have occurred any outbreak of major hostilities or any other national or
      international calamity or crisis, which in the reasonable opinion of the
      Underwriter materially affects the market for the Bonds adversely; nor
      shall there have occurred a general suspension of trading on the New York
      Stock Exchange or the declaration of a general banking moratorium by
      United States, New York or Michigan state authorities; nor shall there
      exist any event which, in the reasonable opinion of the Underwriter,
      either (i) makes untrue or incorrect in any material respect any statement
      or information contained in the Offering Circular or (ii) is not reflected
      in the Offering Circular but should be reflected therein in order to make
      the statements and information contained therein not materially mis-
      leading.

 (e)  No order, decree or injunction of any court of competent jurisdiction,
      nor any order, ruling, regulation or determination by the Securities and
      Exchange Commission or any state securities administrator, shall have been
      made with the purpose or effect of prohibiting or limiting the issuance,
      offering or sale of the Bonds as contemplated hereby.

 (f)  At or prior to the Closing Date, the Underwriter shall have received the
      following documents:

      (1)  Each of the documents referred to in Paragraph 4 hereof;

      (2)  The opinions, dated the Closing Date, and in form and substance
           satisfactory to the Underwriter, the Bank and the Issuer of
           (i) Bond Counsel, both approving opinion and supplemental, expressing
           their unqualified opinion as to the validity and tax-exempt status of
           the Bonds and as to such other matters as the Underwrite shall
           reasonably request, (ii) Varnum, Riddering, Schmidt & Howlett LLP,
           and Hogan & Rossi as counsel for the Institution, (iii) Howard &
           Howard Attorneys, P.C., as counsel for the Bank; and (iv) Cuddy &
           Feder & Worby LLP and Carl Lodes, Esq., as counsel for the Issuer.

      (3)  A certificate of the Issuer, dated the Closing Date, to the effect
           that (a) the Bond Resolution has not been amended, modified or
           supplemented and remains in full force and effect, (b) each of the
           representations and warranties of the Issuer set forth in Paragraph 5
           hereof are true, accurate and complete in all material respects as of
           the Closing Date and (c) each of the agreements of the Issuer as set
           forth in the Bond Purchase Agreement to be complied with at or prior
           to the Closing Date has been complied with;

      (4)  A certificate of the Issuer, dated the Closing Date, to the effect
           that no litigation or other proceeding has been served upon or, to
           its knowledge, threatened against the Issuer in any court, public
           board or body to restrain or enjoin the issuance or delivery of any
           of the Bonds, or the collection of receipts and revenues pledged or
           to be pledged to pay the principal of and interest on the Bonds
           (including, without limitation, payments under the Agreement), or
           in any way contesting or affecting the validity of the Bonds, the
           Indenture, the Deed of Trust, the Agreement, the Letter of Credit,
           the Reimbursement Agreement or this Bond Purchase Agreement, or the
           collection of such receipts and revenues or the pledge thereof, or
           contesting the powers of the Issuer, which certificate shall be in
           form and substance acceptable to the Underwriter (but in lieu of
           such certificate the Underwriter may, in its sole discretion,
           accept a certificate by Bond Counsel acceptable to the Underwriter
           and its counsel in form and substance, that in their opinion the
           issues raised in any such litigation are without substance or that
           the contentions of any party adverse to the Issuer are without
           merit);

      (5)  A certificate, dated the Closing Date, signed by the Institution,
           certifying that:

           (i)   the representations and warranties contained in Paragraph 1 of
                 the Letter of Representation and in the Reimbursement Agreement
                 are true and correct and that the Institution has complied with
                 all its agreements contained in such documents;

           (ii)  since the date of the Letter of Representation there has been
                 no material adverse change in the general affairs or in the
                 financial position or net assets of the Institution;

           (iii) since the date of the Letter of Representation no event has
                 occurred and is continuing which with the lapse of time or
                 the giving of notice, or both, would constitute an Event of
                 Default by the Institution under the Agreement or the
                 Reimbursement Agreement;

      (6)  A certificate of the Trustee, dated the Closing Date, (A) as to the
           due execution and delivery of the Indenture by the Trustee,
           (B) evidencing its qualification and power to act as Trustee under
           the Indenture, and (C) as to the due authentication and delivery of
           the Bonds by the Trustee;

      (7)  A certificate of the Bank dated the Closing Date, signed by an
           officer of the Bank to the effect that:

           (i)   The Bank is a national banking association duly organized and
                 validly existing under the laws of the United States;

           (ii)  The Letter of Credit and the Reimbursement Agreement have been
                 duly and validly authorized, executed and delivered by the Bank
                 and constitute the legal, valid and binding obligations of the
                 Bank enforceable against the Bank in accordance with their
                 terms, except as limited by (A) bankruptcy, insolvency,
                 reorganization, moratorium and other laws relating to, or
                 affecting generally, the enforcement of creditors' rights and
                 remedies against banks, as the same may be applied in the event
                 of the bankruptcy, insolvency, liquidation, reorganization or
                 similar situation of the Bank or a moratorium applicable to
                 the Bank, and (B) the availability of equitable remedies,
                 including specific performance and injunctive relief;

           (iii) All of the conditions precedent to the issuance of the Letter
                 of Credit contained in the Reimbursement Agreement have been
                 satisfied or waived by the Bank;

           (iv)  The execution and delivery of the Letter of Credit by the Bank
                 will, taking into account all other extensions of credit by the
                 Bank to the Institution, not result in any violation of or
                 default under any law, regulation, rule, decree or agreement
                 affecting the Bank, including without limitation, any law,
                 regulation or rule limiting the amount of credit which the Bank
                 may extend to any single borrower;

           (v)   No litigation or proceedings are pending or, to the best of the
                 knowledge of the Bank, threatened seeking to restrain, enjoin
                 or, to the best of the knowledge of the Bank, in any way limit
                 the issuance by the Bank of the Letter of Credit or which would
                 in any manner challenge or adversely affect the corporate
                 existence or power of the Bank to enter into and carry out the
                 transactions described in or contemplated by, or the execution,
                 delivery, validity or performance by the Bank of the terms and
                 provisions of, the Letter of Credit or the Reimbursement
                 Agreement;

           (vi)  The Bank has reviewed the information in the Offering Circular
                 captioned "THE LETTER OF CREDIT" and "SUMMARY OF CERTAIN
                 PROVISIONS OF THE REIMBURSEMENT AGREEMENT" and in Appendix B
                 (collectively, the "Bank Information"), and has approved all
                 such information for use within the Offering Circular and
                 Appendix B, and such information is true and correct and does
                 not contain an untrue statement of a material fact or omit to
                 state a material fact required to be stated therein or
                 necessary to make the statements made therein, in light of the
                 circumstances in which they were made, not misleading;

           (vii) As of the Closing Date, there has been no material adverse
                 change in the business, properties, condition (financial or
                 otherwise) or operations of the Bank from that set forth in the
                 Offering Circular and Appendix B;

          (viii) If during the period commencing on the date of the Bond
                 Purchase Agreement and ending on the applicable date provided
                 under Rule 15c2-12(b)(4) of the Securities and Exchange
                 Commission (but in no event earlier than 25 days after the
                 Closing Date) (whether or not the Bonds are subject to such
                 Rule), the Bank discovers or has reason to believe that any of
                 the Bank Information as of the date of the Offering Circular
                 contained any untrue statement of or omitted a material fact,
                 the Bank will promptly notify the Underwriter of same.  In
                 addition, if during the same period, any event shall occur
                 which might or would cause any of the Bank Information to
                 contain any untrue statement of a material fact or to omit to
                 state any material fact necessary to make the statements
                 therein, in the light of the circumstances under which they
                 were made, not misleading, the Bank, at the request of the
                 Underwriter or the Institution, will notify the Underwriter (if
                 not already notified) of the occurrence of any such event and
                 provide a description of same.  If in the opinion of the
                 Underwriter any such notification or event requires the pre-
                 paration and publication of a supplement or amendment to the
                 Offering Circular, the Bank, at the expense of the Institution,
                 will provide such information as is necessary to supplement or
                 amend the Offering Circular in a form and in a manner
                 reasonably approved by the Underwriter; and

           (ix)  The Bank is not now, and has never been, in default in con-
                 nection with a letter of credit, line of credit or similar
                 agreement issued to secure any of the Issuer's obligations.

      (8)  Evidence satisfactory to the Underwriter of (i) approval of the
           issuance of the Bonds by an authorized officer of Putnam County, New
           York and (ii) the receipt of volume cap allocation for the Bonds from
           the State of New York.

      (9)  Such additional legal opinions, certificates, instruments and other
           documents as the Underwriter or its counsel may deem necessary to
           evidence the truth and accuracy as of the Closing Date of the
           Issuer's representations herein contained and of the Institution's
           representations contained in the Letter of Representation and the due
           performance or satisfaction by the Issuer and the Institution at or
           prior to the Closing Date of all agreements then to be performed and
           all conditions then to be satisfied by the Issuer and the Insti-
           tution, respectively.

If the Issuer or the Institution shall be unable to satisfy the conditions to
the obligations of the Underwriter contained in this Bond Purchase Agreement, or
if the obligations of the Underwriter shall be terminated for any reason
permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall
terminate, and neither the Underwriter nor the Issuer shall be under further
obligation hereunder.

8.  The Issuer's obligations hereunder to sell and deliver the Bonds shall be
subject to the performance by the Underwriter of its obligations to be performed
hereunder at or prior to the Closing; to the performance by the Institution of
the obligations and agreements to be performed hereunder and under the Letter of
Representation at or prior to the Closing; to the accuracy in all material
respects of the representations and warranties of the Underwriter and of the
Institution contained herein and in the Letter of Representation, respectively,
as of the date hereof and as of the Closing Date, as set forth in or
contemplated by the Preliminary Offering Circular or the Offering Circular, and
shall also be subject to the Issuer having received at or prior to the Closing
Date, the following documents:

 (a)  The opinions of counsel referred to in Paragraph 7(f)(2) hereof;

 (b)  The executed Letter of Representation which is dated the date hereof and
      attached hereto as Exhibit A;

 (c)  The certificates described in Paragraph 7(f)(5), Paragraph 7(f)(6) and
      Paragraph 7(f)(7) hereof; and

 (d)  The opinion, dated the Closing Date, of Howard & Howard Attorneys, P.C.,
      addressed to and as counsel for the Underwriter, in form and substance
      satisfactory to the Issuer and the Underwriter.

9.  The Issuer covenants to cooperate with the Underwriter and the Institution
in qualifying the Bonds for sale under the securities or "blue sky" laws of such
states as the Underwriter may request; provided, however, that the Issuer will
not be required to execute a special or general consent to service of process or
qualify as a foreign corporation in connection with any such qualification in
any jurisdiction.

10. Whether or not the Bonds are delivered by the Issuer to the Underwriter
(unless such delivery be prevented by the Underwriter's default hereunder), the
Underwriter shall be under no obligation to pay any expenses incident to the
performance of the obligations of the Issuer hereunder except for those expenses
authorized by the Underwriter in writing. All reasonable expenses and costs
incident to the authorization, issuance, printing, sale and delivery, as the
case may be, of the Bonds, the Indenture, the Agreement, the Letter of Credit,
the Reimbursement Agreement and this Bond Purchase Agreement, including without
limitation (i) the preparation and printing of the Offering Circular; (ii) any
documentary, stamp or other transfer taxes in connection with the original issue
of the Bonds; (iii) all filing, registration, rating agency, blue sky, CUSIP
Service Bureau and recording fees and expenses; (iv) the fees and disbursements
of Issuer's counsel, Bank's counsel, Institution's counsel and the Underwriter's
counsel; (v) the Trustee's fees and expenses; and (vi) the fees and
disbursements of Bond Counsel, shall be paid by the Institution from proceeds of
the Bonds or from funds of the Institution. Nothing herein shall be construed to
relieve the Underwriter from liability for its default hereunder.

Any liability of the Issuer under this Bond Purchase Agreement or any
certificates rendered hereunder or in connection herewith shall be limited to
the security and source of payment pledged for payment of principal of and
premium, if any, and interest on the Bonds under the Indenture, and in the event
the transactions contemplated by this Bond Purchase Agreement do not take place,
regardless of the reason therefor, the Issuer shall have no liability
whatsoever.

The Issuer shall be under no obligation to pay any fees or expenses incident to
this Bond Purchase Agreement or any transaction contemplated hereby, nor shall
the proceeds of the Bonds be used for such fees or expenses except as provided
in the Agreement or the Indenture. To the extent proceeds of the Bonds are not
available for payment of such fees and expenses, such fees and expenses shall be
paid by the Institution.

11. Any notice or other communication to be given to the Issuer under this Bond
Purchase Agreement may be given by mailing the same in writing at the address
set forth above. Any notice or other communication to be given to the
Underwriter under this Bond Purchase Agreement may be given by mailing the same
in writing to NatCity Investments, Inc., 1965 East Sixth Street, 8th Floor,
Cleveland, Ohio 44114, Attention: Project Finance, with a copy to Dynacept
Corporation, 2 International Boulevard, Brewster, New York 10509, Attention:
Mark Primavera, President, and Triple S Plastics, Suite 200, 7950 Moorsbridge
Road, Portage, Michigan 49023, Attention: Cathy Taylor, Treasurer.

12. It is understood that the representations, warranties and covenants of the
Issuer contained herein are made by the Issuer in order to facilitate the
purchase of the Bonds by the Underwriter and that the same shall not create any
general obligation or liability of the Issuer.

13. This Bond Purchase Agreement is made solely for the benefit of the Issuer,
the Institution and the Underwriter (including the successors or assigns of the
Underwriter) and no other person shall acquire or have any right hereunder or by
virtue hereof.  All the Issuer's representations (which are made only as of the
date of this Bond Purchase Agreement and the Closing Date) and agreements in
this Bond Purchase Agreement shall remain operative and in full force and
effect, regardless of (a) any investigation made by or on behalf of the
Underwriter, (b) delivery of and payment for the Bonds hereunder and (c) any
termination of this Bond Purchase Agreement.

14. This Bond Purchase Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

15. This Bond Purchase Agreement may be executed in any number of counterparts.

                                            Yours very truly,

                                            NATCITY INVESTMENTS, INC.

                                            By:  _/s/_Timothy_Bennett___
                                            Its: Senior Vice President

Accepted as of the date first written above:

COUNTY OF PUTNAM INDUSTRIAL
DEVELOPMENT AGENCY

By:  _/s/_Joseph_F._Girven____
Its: Chairman and Executive Director


Approved as of the date first above written:

DYNACEPT CORPORATION

By:  _/s/_Mark_Primavera______
Its: President

<PAGE>
                                  EXHIBIT A

                          LETTER OF REPRESENTATION

                              December 28, 2000


County of Putnam Industrial Development Agency
34 Gleneida Avenue
Carmel, New York  10512

NatCity Investments, Inc.
1965 East Sixth Street, 8th Floor
Cleveland, Ohio 44114

Ladies and Gentlemen:

County of Putnam Industrial Development Agency (the "Issuer") and NatCity
Investments, Inc. (the "Underwriter") propose to enter into a Bond Purchase
Agreement, dated the date hereof (the "Bond Purchase Agreement"), providing for
the purchase by the Underwriter of $4,500,000 of the Issuer's Variable Rate
Demand Revenue Bonds, Series 2000 (Dynacept Corporation Project) (the "Bonds"),
to be issued under and pursuant to an Indenture of Trust, dated as of
December 1, 2000, by and between the Issuer and National City Bank of
Michigan/Illinois, as trustee (in such capacity, the "Trustee"), pursuant to
a resolution adopted by the Issuer on November 28, 2000 (the "Bond Resolution").
The proceeds of the Bonds will be used by the Issuer for the benefit of Dynacept
Corporation (the "Institution"), pursuant to a Lease Agreement between the
Issuer and the Institution, dated as of December 1, 2000 (the "Agreement"), to
finance a portion of the costs of the "Facility" described in the Indenture and
to pay certain costs associated with the issuance and credit enhancing of the
Bonds. The land on which the Facility is to be located will be conveyed by the
Institution to the Issuer pursuant to a Bargain and Sale Deed (defined in the
Indenture and herein as the "Deed of Trust") dated December 28, 2000 from the
Institution to the Issuer and such land and the Facility will be leased by the
Issuer to the Institution pursuant to the Agreement.  The Bonds will be secured
by an irrevocable, direct pay letter of credit (the "Letter of Credit") issued
by National City Bank of Michigan/Illinois (in such capacity, the "Bank")
pursuant to a Reimbursement Agreement between the Institution and the Bank,
dated as of December 1, 2000 (the "Reimbursement Agreement").  The Bonds are
subject to tender for purchase and shall be remarketed from time to time
pursuant to a Remarketing Agreement, dated as of December 1, 2000 (the
"Remarketing Agreement"), between the Institution and the Underwriter acting as
Remarketing Agent.

1.  In order to induce the Issuer and the Underwriter to execute, deliver and
perform the Bond Purchase Agreement, and in consideration of such execution,
delivery and performance, the Institution hereby represents, warrants and agrees
with the Underwriter and the Issuer as follows:

 (a)  That the statements and material (as such statements and material pertain
      to the Institution, the terms of the Bonds, the Facility financed with the
      proceeds of the Bonds and the documents to which the Institution is a
      party) appearing in the Offering Circular dated December 20, 2000 (with
      the Appendices thereto, the "Offering Circular"), are accurate statements
      or summaries of the matters therein set forth and fairly present the
      information purported to be shown and do not contain an untrue statement
      of a material fact or omit to state any material fact necessary to make
      the statements therein, in light of the circumstances under which they
      were made, not misleading.  Notwithstanding the foregoing, the Institution
      makes no representation as to statements in the Preliminary Offering
      Circular and the Offering Circular under the headings "THE ISSUER," "THE
      BONDS--Book-Entry-Only System," "UNDERWRITING" and in Appendix B.

 (b)  That the Institution has taken all necessary action for execution and
      delivery of the Agreement, the Deed of Trust, the Payment in Lieu of Tax
      Agreement dated as of December 1, 2000 between the Institution and the
      Issuer, the Reimbursement Agreement, the PILOT Mortgage dated as of
      December 1, 2000 from the Institution to the Issuer and certain other
      taxing entities, the Remarketing Agreement, the Tax Regulatory Agreement
      dated December 28, 2000 among the Issuer, the Institution and the Trustee,
      the Acknowledgment of the Assignment (each as defined in the Indenture),
      the Environmental Compliance and Indemnification Agreement (as defined in
      the Indenture), any Bank Documents (as defined in the Indenture) not
      listed above, the Bond Purchase Agreement and this Letter of Representa-
      tion (collectively the "Institution Documents") and performance by the
      Institution thereunder does not and will not conflict with or result in a
      breach of any of the unwaived provisions of, or constitute a default
      under, any agreement or instrument by which the Institution is bound or
      result in a violation of law, administrative regulation or court decree
      to which the Institution or any of its property is subject, the effect
      of which conflict, breach, default or violation could be materially
      adverse to the Institution or its ability to perform its obligations
      under the Institution Documents.

 (c)  That, except as contemplated herein or as contemplated or set forth in the
      information previously delivered to the Underwriter or the Bank, there has
      been no material adverse change in the condition, financial or otherwise,
      of the Institution since the date of the Offering Circular.

 (d)  That, to the best of the Institution's knowledge, neither the Securities
      and Exchange Commission nor any state securities administrator has issued
      or is threatening to issue any order preventing or suspending the use of
      the Offering Circular or the issuance, offer or sale of the Bonds.

 (e)  That there is no action, suit, proceeding, inquiry or investigation, at
      law or in equity, or before or by any court, public board or body, known
      by the Institution to be pending or threatened against or affecting the
      Institution, nor to the best of the knowledge of the Institution is there
      any basis therefor, wherein an unfavorable decision, ruling or finding
      would, in any way, materially adversely affect the transactions con-
      templated by the Bond Purchase Agreement or the Offering Circular or
      which, in any way, would adversely affect the validity or enforceability
      of the Bonds, the Indenture or the Institution Documents.

 (f)  That the Institution will not take or omit to take any action which action
      or omission would in any way cause the proceeds from the sale of the Bonds
      to be applied in a manner contrary to that provided for in the Indenture
      and the Agreement as the same may be in force from time to time.

 (g)  That the Institution will diligently cooperate with the Underwriter and
      its counsel to qualify the Bonds for offer and sale under the securities
      or "blue sky" laws of such states as the Underwriter may request; provided
      that in no event shall the Institution be obligated to qualify to do
      business in any state where it is not now so qualified or to take any
      action which would subject it to the general service of process in any
      state where it is not now so subject.

 (h)  That the Institution will pay the reasonable expenses to be paid by it
      pursuant to Paragraph 10 of the Bond Purchase Agreement (subject to the
      terms and conditions set forth therein).

 (i)  That if between the date hereof and the applicable date provided under
      Rule 15c2-12(b)(4) of the Securities and Exchange Commission (but in no
      event earlier than 25 days after the Closing Date) (as defined in the Bond
      Purchase Agreement) (and whether or not the Bonds are subject to the
      Rule), (A) any event shall occur which might or would cause the Offering
      Circular to contain any untrue statement of a material fact or to omit to
      state any material fact necessary to make the statements therein, in the
      light of the circumstances under which they were made, not misleading, the
      Institution shall notify the Underwriter of any such event of which it has
      knowledge and, (B) whether or not the Institution has knowledge, if in the
      opinion of the Underwriter any such event requires the preparation and
      publication of a supplement or amendment to the Offering Circular, the
      Institution will, at Institution's cost, supplement or amend the Offering
      Circular in a form and in a manner approved by the Underwriter.

 (j)  The Institution is not now, and has never been, in default with respect to
      its obligations to the Issuer or others in connection with bonds, if any,
      previously issued by the Issuer for the benefit of the Institution.

2.(a) The Institution agrees to indemnify and hold harmless the Underwriter
and each person, if any, who controls the Underwriter (within the meaning of
Section 15 of the Securities Act of 1933) against any and all losses, claims,
damages, liabilities and expenses (including reasonable costs of investigation)
caused by any untrue statement or alleged untrue statement of a material fact
made by the Institution and contained in the material described in paragraph
1(a) hereof, or in any amendment or supplement thereto, or caused by any
omission or alleged omission to state therein a material fact necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading.

  (b) The Institution shall indemnify and hold the Issuer, its officers,
directors, agents, and employees harmless in accordance with Section 8.2 of the
Agreement (in the form approved by the Bond Resolution), the terms of which are
incorporated by reference in this Letter of Representation, which provisions
shall also govern as to the Issuer in matters covered by this Letter of
Representation.

  (c) If any action or claim shall be brought or asserted against the Under-
writer or any person so controlling the Underwriter based upon the Offering
Circular or any amendment or supplement thereto and in respect of which
indemnity may be sought from the Institution pursuant to subparagraph (a) of
this Paragraph 2, the Underwriter or such person, as the case may be, shall
promptly notify the Institution in writing, and the Institution shall assume
the defense thereof, including the employment of counsel and the payment of all
expenses thereof.  The Underwriter or such person, as the case may be, shall
have the right to employ separate counsel in any such action and participate in
the defense thereof, but such employment of separate counsel shall be at the
expense of the Underwriter or such person, as the case may be, unless (i) the
employment thereof has been specifically authorized by the Institution, or
(ii) the Institution has failed to assume the defense and employ counsel, or
(iii) the named parties to any such action (including any impleaded parties)
include both the Underwriter and such person and shall have been advised by such
counsel that there may be one or more legal defenses available to the
Institution (in which case the Institution shall not have the right or obliga-
tion to assume the defense of such action on behalf of the Underwriter or such
person), it being understood, however, that the Institution shall not, in
connection with any such action or separate but substantially similar or related
actions in the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the reasonable fees and expense of more than one
separate firm of attorneys for the Underwriter and controlling persons, which
firm shall be designated in writing by the Underwriter.  The Institution shall
not be liable for any settlement of any such action effected without its written
consent, but if settled with the written consent of the Institution, or if there
be a final judgment for the plaintiff in any such action, the Institution agrees
to indemnify and hold harmless the Underwriter and any such controlling person
from and against any loss or liability by reason of such settlement or judgment.

  (d) The Underwriter agrees to indemnify and hold harmless the Institution and
the Issuer, and their respective officers, directors, agents and employees, to
the same effect as the foregoing indemnity from the Institution to the
Underwriter, but only with respect to information furnished by or on behalf of
the Underwriter expressly for use in connection with the Offering Circular, and
appearing therein under the heading "UNDERWRITING."

  (e) The indemnity agreements contained in this Paragraph 2 and the
representations and warranties of the Institution set forth in this Letter of
Representation shall remain operative and in full force and effect after the
Closing Date (as defined in the Bond Purchase Agreement) regardless of any
investigation made by or on behalf of the Underwriter or any person so
controlling the Underwriter or by or on behalf of the Institution or by or on
behalf of the Issuer.  A successor of the Underwriter, the Issuer or the
Institution, as the case may be, shall be entitled to the benefits of the
indemnity agreements contained in this Paragraph 2.
In case any action or claim shall be brought against the Institution or the
Issuer or their respective officers, directors, agents or employees, based upon
the Offering Circular, and in respect of which indemnity may be sought from the
Underwriter, the Underwriter shall have the rights and duties given to the
Institution, and the Institution or the Issuer, as the case may be, shall have
the rights and duties given to the Underwriter, by subparagraph (c) of this
Paragraph 2.

3.  This Letter of Representation is made solely for the benefit of the Issuer,
the Underwriter and the Institution and their respective successors and assigns
and, except as expressly provided herein, no other person, partnership, associa-
tion or corporation shall acquire or have any right under or by virtue hereof.
The terms "successors" and "assigns" shall not include any purchaser of any of
the Bonds from or through the Underwriter merely because of such purchase.

4.  The execution and delivery of this Letter of Representation by the
Institution shall constitute the Institution's approval of and consent to the
Issuer's entering into, acceptance and execution of the Bond Purchase Agreement
and performance thereunder.

5.  The validity, interpretation and performance of this Letter of Represen-
tation shall be governed by the laws of the State of Michigan.

6.  Any notice or other communication to be given to the Institution under this
Letter of Representation may be given in the same method set forth in Section
14.03 of the Indenture to the Institution at 2 International Boulevard,
Brewster, New York 10509, Attention: Mark Primavera, President, and Triple S
Plastics, Suite 200, 7950 Moorsbridge Road, Portage, Michigan 49023, Attention:
Cathy Taylor, Treasurer; and any notice or other communication to be given to
the Underwriter or the Issuer may be given by delivering the same in writing to
their respective addresses as given above.  The Institution, the Issuer and the
Underwriter shall each be fully entitled to rely upon notice so given and to act
thereon.

7.  This Letter of Representation shall become effective upon execution of the
Bond Purchase Agreement.  The Institution's representations and warranties
contained herein shall remain operative and in full force and effect regardless
of (a) any investigation made by or on behalf of the Underwriter or the Issuer,
(b) delivery of, and payment for, the Bonds and (c) any termination of the Bond
Purchase Agreement or this Letter of Representation.  This Letter of
Representation may be executed and accepted in any number of counterparts.

                                        Very truly yours,

                                        DYNACEPT CORPORATION

                                        By:  _/s/_Mark_Primavera___
                                        Its:  President



Accepted and confirmed as of
the date first above written:

NATCITY INVESTMENTS, INC.

By:  _/s/_Timothy_Bennett__
Its: Senior Vice President


COUNTY OF PUTNAM INDUSTRIAL
DEVELOPMENT AGENCY

By:  _/s/_Joseph_F._Girven__
Its: Chairman and Executive Director


<PAGE>
                                   EXHIBIT B

                          CERTAIN DETAILS OF THE BONDS

                   $4,500,000 Term Bond, Due January 1, 2021

The Bonds bear interest and are subject to optional and mandatory tendor for
purchase and to optional and mandatory redemption prior to maturity as provided
in the form of Bond attached as Exhibit A to the Indenture and as stated in the
Offering Circular.