AGREEMENT OF INSURED (JOINT AND SEVERAL, IF MORE THAN ONE)

THE UNDERSIGNED INSURED:
1.		In consideration of the premium payments being financed and, if applicable, down payment being advance by LENDER to the Insurance companies listed on the SCHEDULE OF FINANCED POLICIES, or their representative, promises to pay to the order of LENDER the TOTAL OF PAYMENTS to be made in accordance with the PAYMENT SCHEDULE, and if applicable, the amount of any down payment advanced by LENDER, subject to the provisions set forth in this Agreement.
2.	a.	Irrevocably appoints LENDER Attomey-in-Fact with full authority, in the event of default, to (i) cancel the said policies in accordance with the provisions herein, (ii) receive all sums assigned to LENDER and (iii) execute and deliver on behalf of the undersigned all documents, forms and notices relating to the insurance policies listed on the SCHEDULE OF FINANCED POLICIES in furtherance of this Agreement (Clauses (ii) and (iii) not applicable in Florida).
	b.	If there is an amount listed as “Brokers Fee” in the Schedule of Policies, this fee is charged under Section 2119 of the New York Insurance Law or the Law, if any, of the state in which insured lives. This fee is charged for obtaining and servicing the Policy for where the risk to be insured under the Policy resides (Not applicable in Florida.Virginia, Maryland or North Carolina).
	c.	A fee of $ none , which is not being financed, has been charged under the provisions of these Laws. If none has been charged, the word “none” is shown (Not applicable in Florida, Virginia, Maryland or North Carolina).

INSURANCE PREMIUM FINANCE AGREEMENT NOTICE
NOTICE: 1. Do not sign this Agreement before you read it or if it contains any blank spaces. 2. You are entitled to a complete filled-in-copy of this Agreement. 3. Under the law, you have the right to pay off in advance the full amount due and under certain conditions obtain a partial refund of the service charge. 4. Keep your copy of this Agreement to protect your legal rights.

NOTICE: See Pages 2 and 3 For Additional Important Information.

THE INSURED AGREES TO THE PROVISIONS ABOVE AND ON PAGES 2 AND 3

AGENT OR BROKER Aon Risk Services, Inc .(PHILA) BUSINESS ADDRESS
	One Liberty Place
	1650 Market Street Suite 1000

	Philadelphia PA 19103

	TEL. NO./E-MAIL ADDRESS
	(215)255-2000
	The Undersigned Agent or Broker:

1.	Represents and warrants as follows: (a) to the best of the undersigned’s knowledge and belief, the insured’s signature is genuine or, to the extent permitted by applicable Law, the undersigned Agent or Broker has been authorized by the insured to sign this Agreement on their behalf, (b) the insured has received a copy of this Agreement, (c) the scheduled Policies are in full force and effect and the premiums indicated therefore are correct, (d) the insured may cancel all scheduled policies immediately upon request, (e) none of the Policies scheduled in the Agreement are non-cancelable, and (f) the down payment as indicated in Box “B” and installments totaling 0.00 have been collected and are being retained by us.

2.	Upon cancellation of any of the scheduled Policies, the undersigned Agent or Broker agrees upon demand to pay to LENDER or its assigns their commission on any unearned premiums applicable to the cancelled Policies.

	THE AGENT OR BROKER AGREES TO THE PROVISIONS ABOVE AND ON PAGE 3

Neose Technologies, Inc.

(Exact Name of Issuer as Specified in Charter)

Delaware	0-27718	13-3549286

(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

102 Witmer Road, Horsham, Pennsylvania		19044

(Address of Principal Executive Offices)		(Zip Code)

(215) 315-9000

(Registrant’s Telephone Number, Including Area Code)



(Former Name or Former Address, if Changed Since Last Report)

o	Written communications pursuant to Rule 425 under the Securities Act

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

	10.1	Amendment No. 1 to the Credit Agreement by and between Neose Technologies, Inc. and Brown Brothers Harriman & Co. dated March 8, 2005

	10.2	Premium Finance Agreement, Disclosure Statement and Security Agreement by and between Neose Technologies, Inc. and AICCO, Inc. dated March 14, 2005

	NEOSE TECHNOLOGIES, INC.

Date: March 14, 2004	By:	/s/ DEBRA J. POUL

		Debra J. Poul
		Senior Vice President and General Counsel

Exhibit		Description

10.1		Amendment No. 1 to the Credit Agreement by and between Neose Technologies, Inc. and Brown Brothers Harriman & Co. dated March 8, 2005

10.2		Premium Finance Agreement, Disclosure Statement and Security Agreement by and between Neose Technologies, Inc. and AICCO, Inc. dated March 14, 2005

	1. Definitions.

(a) Generally. Capitalized terms not otherwise defined herein will have the respective meanings ascribed thereto in the Credit Agreement.

(b) Additional Definition. The following definition is hereby added to Section 1.1 of the Credit Agreement to read in its entirety as follows:

	“Amendment” means the Amendment No. 1 to Credit Agreement, dated as of March 8, 2005, by and between the Bank and the Borrower.

	2. Amendments.

(a) Section 5.11(c) of the Credit Agreement is hereby amended as follows:

(i) the word “and” is hereby deleted from the end of clause (4) thereof;

(ii) a new clause (5) is hereby inserted immediately following clause (4), to read in its entirety as follows:


		“(5) indebtedness incurred annually in connection with the financing of the Borrower’s insurance policy premiums, in an annual maximum principal amount not to exceed $1,000,000 and for a period not to exceed twelve (12) months; and”

		; and

(iii) existing clause (5) thereof is hereby renumbered as clause (6).

(b) Section 5.11(e) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

		“(e) Encumbrances. Either (i) enter into an agreement with any entity (other than Bank) not to pledge, encumber or otherwise grant a lien or security interest upon any of its property or assets, or (ii) create, incur, assume or suffer to exist any mortgage, lien, security interest, restriction or encumbrance with respect to any of its property or assets, including, but not limited to, the Collateral, the Mortgaged Property, the Intellectual Property and the Liquidity, other than (A) Permitted Liens and (B) liens on insurance policies financed pursuant to Section 5.11(c)(5) hereof, which liens attach only to the policies being financed, and only for the unpaid balance (including interest and financing charges) of the amounts financed thereunder.


	3. Representations and Warranties. The Borrower hereby represents and warrants to the Bank that:

(a) Representations. Each of the representations and warranties of the Borrower contained in the Credit Agreement are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof (other than those made as of a specific date, which representations and warranties shall be true and correct as of such date);

(b) Power and Authority. The Borrower has the power and authority under the law of its state of incorporation and under its articles of incorporation and bylaws to enter into and perform this Amendment; and all corporate actions necessary or appropriate for the execution and performance by the Borrower of this Amendment have been taken and, upon its execution, the Credit Agreement, as amended by this Amendment, constitutes the valid and binding obligations of the Borrower, enforceable in accordance with its terms;

(c) No Violations of Law or Agreements. The making and performance of this Amendment will not violate any provisions of any law or regulation, federal, state or local, or the articles of incorporation or bylaws of the Borrower, or result in any breach or violation of, or constitute a default or require the obtaining of any consent under, any agreement or instrument by which the Borrower or its property may be bound;

(d) No Default. After giving effect to this Amendment, no Default or Event of Default (as defined in the Credit Agreement) has occurred and is continuing; and

(e) No Material Adverse Change. There has been no material adverse change in the financial condition of the Borrower since the date of, and as reflected in, the financial statements of the Borrower most recently delivered to the Bank.

	4. Additional Covenants and Agreements. The Borrower does hereby:

(a) ratify, confirm and acknowledge that the Credit Agreement, as amended, continues to be and is valid, binding and in full force and effect;

(b) covenant and agree to perform all obligations of the Borrower contained herein and under the Credit Agreement, as amended;

(c) acknowledge and agree that, as of the date hereof, the Borrower does not have any defense, set-off, counterclaim or challenge against the payment of any sums owing under the Credit Agreement or the enforcement of any of the terms of the Credit Agreement, as amended;

(d) acknowledge and agree that nothing contained herein and no actions taken pursuant to the terms hereof is intended to constitute a novation of the Credit Agreement and does not constitute a release, termination or waiver of any of the rights or remedies granted to the Bank therein, which rights and remedies are hereby ratified, confirmed, extended and continued; and

(e) acknowledge and agree that the Borrower’s failure to comply with or perform any of its covenants, agreements or obligations contained in this Amendment shall constitute an Event of Default under the Credit Agreement.

5. Conditions to Effectiveness of Amendment. This Amendment shall be effective upon the Bank’s receipt of this Amendment, duly executed by the Borrower and the Bank.

6. Inconsistencies. To the extent of any inconsistency between the terms, conditions and provisions of this Amendment and the terms, conditions and provisions of the Credit Agreement, the terms, conditions and provisions of this Amendment shall prevail. All terms, conditions and provisions of the Credit Agreement not inconsistent herewith shall remain in full force and effect and are hereby ratified and confirmed by the Borrower.

7. Construction. All references to the Credit Agreement therein shall be deemed to be a reference to the Credit Agreement as amended by this Amendment.

8. Binding Effect. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

9. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to its choice of law doctrines.

10. Headings. The headings of the sections of this Amendment are inserted for convenience only and shall not be deemed to constitute a part of this Amendment.

11. Counterparts. This Amendment may be executed in any number of counterparts with the same effect as if all of the signatures on such counterparts appeared on one document and each counterpart shall be deemed an original.

ATTEST:		NEOSE TECHNOLOGIES, INC.

By:	/s/ DEBRA J. POUL	By:	/s/ A. BRIAN DAVIS

Name:	Debra J. Poul	Name:	A. Brian Davis
Title:	SVP, General Counsel and Secretary	Title:	Senior Vice President and Chief Financial Officer

[CORPORATE SEAL]

		BROWN BROTHERS HARRIMAN & CO.

		By:	/s/ J. CLARK O’DONOHUE

		Name:	J. Clark O’Donohue
		Title:	Managing Director

A	TOTAL PREMIUMS	$	765,826.00	BORROWER / INSURED (The “Insured”) (Name, Address and Telephone Number)				Acct. No.

B	CASH DOWN PAYMENT REQUIRED	$	64,966.91	Neose Technologies Inc. 102 Witmer Road				215-441-5890

C	AMOUNT FINANCED (The Amount of Credit Provided to Insured or on its behalf)	$	700,859.09	Horsham E-Mail Address (optional):				PA	19044

D	FINANCE CHARGE (Dollar amount credit will cost)	$	13,776.92	ANNUAL PERCENTAGE RATE (Cost of Credit figured as a yearly rate)				3.91%

E	FLORIDA DOCUMENTARY STAMP TAX	$	0.00	PAYMENT SCHEDULE
				Amount of Each Payment	Number of Payments			1^st Payment Due	Final Payment Due
				Amount of Each Payment	Annual	Qtrly	Mthly	1^st Payment Due	Final Payment Due

F	TOTAL PAYMENTS (Amounts which will have been paid after making all scheduled payments)	$	714,636.01	64,966.91			11	03/15/2005	01/15/2006

3/14/05		/s/ A. BRIAN DAVIS

DATE		SIGNATURE (AND TITLE) OF INSURED(S) OR AGENT OR BROKER ON THEIR BEHALF (to extent permitted by Law)

3/14/05		/s/ PATRICIA MACLEAN

DATE		SIGNATURE AND TITLE OF AGENT OR BROKER

	ADDITIONAL AGREEMENTS OF INSURED (JOINT AND SEVERAL, IF MORE THAN ONE)

3.	Cancellation. After the occurrence of a default in the payment of any money due the LENDER or a default consisting of a transfer to a third party of any of the scheduled policies, LENDER may request cancellation of the insurance policies listed in the schedule upon expiration of 10 days written notice of intent to cancel (13 days in New York, 15 days in Pennsylvania), provided said default is not cured within such period, and LENDER may proceed to collect the entire unpaid balance due hereunder or any part thereof by appropriate legal proceedings. If any default results in the cancellation of the Policy, insured agrees to pay a cancellation charge in accordance with applicable law (Maryland - difference between late charge and $100; North Carolina - None; Florida - None; Virginia - None).
4.	Money Received After Cancellation. Any payment received after policy cancellation may be credited to the indebtedness due hereunder without any liability or obligation on the part of LENDER to request reinstatement of such cancelled policy. Any sum received from an insurance company shall be credited to the balance due hereunder; any surplus shall be paid over to the insured; in case of deficiency, the insured shall pay the same. (Maryland -LENDER may not collect from insured any amount less than $5 after cancellation).
5.	Application of Payments. If applicable law permits, all payments received by LENDER will be applied to the oldest invoice first. Any remaining amounts will be applied to late fees and other charges (if applicable), the remainder (if any) would be applied to any other outstanding amounts.
6.	Returned Check Charge. If any payment made by check is returned because the insured had no account or insufficient funds in the payor bank, insured will be charged the maximum fee, if any, permitted under applicable law (Maryland - $25; Florida - $15; Virginia - $20).
7.	Default. If any of the following happens: (a) a payment is not made when it is due, (b) a proceeding in bankruptcy, receivership, insolvency or similar proceeding is instituted by or against insured, or (c) insured fails to keep any promise to pay the insured makes in this Agreement; Insured will be in default; provided, however, that, to the extent required by applicable law, insured may be held to be in default only upon the occurrence of an event described in clause (a) above. Clauses (b) and (c) not applicable in Florida, Virginia or North Carolina.
8.	Security. To secure payment of all amounts due under this Agreement, insured assigns LENDER a security interest in all right, title and interest to the Policy, including (but only to the extent permitted by applicable law): (a) all money that is or may be due insured because of a loss under the Policy that reduces the unearned premiums (subject to the interest of any applicable mortgagee or loss payee), (b)any return of the premium for the Policy, and (c) dividends which may become due insured in connection with the Policy. Clause (c) not applicable in Maryland.
9.	Right to Demand Immediate Payment in Full. At any time after default, LENDER can demand and have the right to receive immediate payment (except to the extent otherwise provided by applicable law, in which case LENDER will have the right to receive such payment in accordance with such law) of the total unpaid balance due under this Agreement even if LENDER has not received any refund of unearned premium.
10.	Warranties. Insured warrants to LENDER (a) to have received a copy of this Agreement and (b) if the insured is not an individual, that the signatory is authorized to sign this Agreement on behalf of the insured. The insured represents that it is not presently the subject of or in contemplation of a proceeding in bankruptcy, receivership, or insolvency, or if it is a debtor in bankruptcy, the Bankruptcy Court has authorized this transaction.
11.	Early Payment. At any time, insured may pay the whole amount still unpaid. If insured pays the full amount before it is due, insured will be given a refund for the unearned Finance Charge computed by the method of refund as required by applicable law.
12.	Assignments. Insured may not assign the Policy or this Agreement without LENDER’S written consent. However, insured does not need LENDER’S written consent to add mortgagees or other persons as loss payees. LENDER may transfer its rights under this Agreement to anyone without insured’s consent. All of LENDER’S rights shall inure to the benefit of LENDER’S successors and assigns.
13.	Collection. If money is due and insured fails to pay, LENDER may collect the unpaid balance from insured without recourse to the security interest granted under this Agreement.
14.	Late Charges. Upon default in payment of any installments for not less than five days (7 day in Virginia or such greater number of days required by applicable law), insured agrees to pay a late charge in accordance with applicable law. In no event shall such late charge exceed a maximum of 5% of such installment (greater of $25 or 1.5% in New Jersey; 5% in Massachusetts; $100 max in Maryland; greater of $10 or 5% in Florida).
15.	Finance Charge. The finance charge begins to accrue from the effective date of this Agreement or the earliest inception date of the Insurance Policy(ies) listed on the Schedule of Policies, whichever is earlier. If LENDER terminates this Agreement due to a default, Insured will pay interest on the outstanding indebtedness at the maximum rate authorized by applicable state law in effect on the date of cancellation and from said date until Insured pays the outstanding indebtedness in full to LENDER. To the extent permitted by applicable law, the Finance Charge may include a nonrefundable agreement charge not to exceed $20 ($10 in DE and NY; $12 in NJ; $15 in NC. Rl. VA and SC: $16 in MA; $20 in FL).
16.	Attorney’s Fees. If LENDER hires an attorney (which is not a salaried employee) to collect any money insured owes under this Agreement, insured will pay that attorney’s fees and other collection costs (including collectors’ fees) if and to the extent permitted by applicable law (20% of amount due in Florida) .
17.	Agent or Broker. The Agent or Broker named on the front of this Agreement is neither authorized by LENDER to receive installments payable under this Agreement nor is authorized to make any representations to insured on LENDER’S behalf (except to the extent expressly required by applicable law).
18.	Amendments. If the insurance contract has not been issued at the time of the signing of this Agreement, and if the policies being financed are assigned risk policies or policies listed in a state fund, the policy numbers, if omitted herein, may be inserted in this Agreement after it has been signed (Maryland policies must show “Binder,” cannot be blank).
19.	Effective Date. This Agreement will not go into effect until it is accepted by LENDER in writing.
20.	Limitation of Liability. Insured recognizes and agrees that LENDER is a lender and not an insurance company and that LENDER assumes no liability as an insurer hereunder. LENDER’S liability for breach of any of the terms of this Agreement or the wrongful or improper exercise of any of its powers under this Agreement shall be limited to the amount of the principal balance outstanding, except in the event of LENDER’S gross negligence or willful misconduct.
21.	Governing Law. The law of the State of the insured’s residence shall govern this Agreement, except, for Maine insureds this contract is governed by the laws of the State of New York. For Virginia insured’s this contract shall be governed by the laws of the State of Virginia.
22.	Signature and Acknowledgement. Insured has signed and received a copy of this Agreement. If the insured is not an individual, the undersigned is authorized to sign this Agreement on behalf of the insured. All the insured’s listed in any Policy have signed. Insured acknowledges and understands that insurance premium financing law does not require an insured to enter into a premium financing agreement as a condition of the purchase of any insurance policy.
23.	Additional Insured. There is nothing in any Policy that would require Lender to notify or get the consent of any third party to effect cancellation of such Policy.

ADDITIONAL REPRESENTATIONS & WARRANTIES OF BROKER OR AGENT

3.	Warrants that it is the authorized Policy issuing agent of the insurance companies or the broker placing the coverage directly with the insurance company on all the Policies scheduled except those indicated with an “X” above.
4.	Warrants that there are no policies included in this Agreement which are subject to audit, report of values, retrospective rating, or minimum earned premium, except as indicated below, and that, if there are any, the deposit or provisional premium thereon is not less than the anticipated premiumto be earned for the full term of the policy.
	Policy No.(s): ____________________ Minimum earned premium, if any: $ ____________________
5.	Warrants that there are no assigned risk policies in the Schedule of Policies except as indicated in the Schedule of Policies.
6.	The Agent or Broker will hold in trust for LENDER any payments made or credited to the insured through the Agent or Broker directly, indirectly, actually or constructively, by any of the insurance companies listed in the Schedule of Policies and will pay the monies to LENDER upon demand to satisfy thethen outstanding balance hereunder.
7.	The Agent or Broker will promptly notify LENDER in writing if any information on this Agreement becomes inaccurate.
8.	Warrants that all material information concerning the insured and the policies necessary for Lender to cancel the policies and receive the unearned premium has been disclosed to Lender.
9.	There is nothing in any Policy that would require Lender to notify or get the consent of any third party to effect cancellation of such Policy.