TECHNOLOGY FLAVORS & FRAGRANCES INC
EXHIBIT 10_4
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>dex104.txt
<DESCRIPTION>EXHIBIT 10_4
<TEXT>
<PAGE>

                                                                    Exhibit 10.4

                                                 January 15, 2002
                                                 Letter of Credit No. NTZS426339

The Bank of New York
c/o United States Trust Company of New York
114 West 47th Street
New York, New York 10036
Attention: H. William Weber, Vice President


Ladies and Gentlemen:

         We hereby establish in your favor, at the request of our affiliate,
wells Fargo Credit. Inc. ("Wells Fargo Affiliate") and for the account of its
customer Technology Flavors & Fragrances. Inc., our irrevocable letter of credit
in the amount of (U.S. Dollars) Two Million Two Hundred Thirty Thousand One
Hundred Thirty Seven Dollars and No Cents (U.S. $2,230,137.00) in connection
with the Bonds (as defined below), available with ourselves by sight payment
against presentation of one or more (a) telegraphic demands or (b) signed and
dated demands ("Signed Demands") or (c) telefacsimile demands, addressed by you
to Wells Fargo Bank. N.A., Letter of Credit Operations Office, San Francisco,
California, each in the form of Annex; A (an "A Drawing"), Annex B (a "B
Drawing"), Annex C (a "C Drawing), Annex D (a "D Drawing"), Annex E (an "E
Drawing'), or Annex F (an "F Drawing") hereto, with all instructions in brackets
therein being complied with.

         Each such. presentation must be made on a Business Day (as hereinafter
defined) to our Letter of Credit Operations Office in San Francisco, California
(presently located at 525 Market Street, 25th Floor, San Francisco, California,
94105) at or before 5:001 PM, San Francisco time, on or before the Expiration
Date (as hereinafter defined). This Letter of Credit expires at our above office
on January 14, 2007, but shall be automatically extended, without written
amendment, to January 14 in each succeeding calendar year up to, but not beyond,
January 14, 2022, unless you shall have received at your address above our
written notice sent by registered mail or express courier that we elect not to
extend this Letter of Credit beyond the date specified in such notice, which
date will be January 14, 2007, or any subsequent January 14 occurring before
January 14, 2022, and be at least one hundred twenty (120) calendar days after
the date you receive such notice. As used herein, the term "Expiration Date"
means the earlier of (a) January 14, 2022 or (b) the date specified in any
notice of non-extension received by you pursuant to the immediately preceding
sentence as the date beyond which this Letter of Credit will not be extended, If
the Expiration Date falls on a day which is not a Business Day, then such
Expiration Date shall be automatically be extended to the next succeeding
Business Day. As used herein, the term "Business Day" shall mean a day of the
year on which our San Francisco Letter of Credit Operations Office is open for
business.

         The amount of any demand presented hereunder will be the amount
inserted in numbered Paragraph 4 of said demand. By honoring any such demand we
make no representation as to the correctness of the amount demanded.

<PAGE>

         We hereby agree with you that each demand presented hereunder in full
compliance with the terms hereof will be duly honored by our payment to you of
the amount of such demand, in immediately available funds of Wells Fargo Bank,
National Association;

         (i)  not later than 10:00 am., San Francisco time, on the Business Day
following the Business Day on which such demand is presented to us as aforesaid
if such presentation is made to us at or before noon, San Francisco time, or

         (ii) not later than 10;00 a.m., San Francisco time, on the second
Business Day following the Business Day on which such demand is presented to us
as aforesaid, if such presentation is made to us after noon, San Francisco time.

         Notwithstanding the foregoing, any demand presented hereunder, in full
compliance with the terms hereof, for a C Drawing or D Drawing will be duly
honored (i) not later than 11:30 a.m., San Francisco time, on the Business Day
on which such demand is presented to us as aforesaid if such presentation is
made; to as at or before 8:00 am., San Francisco time, and (ii) not later than
10:00 am,, San Francisco time, on the Business Day following the Business Day on
which such demand is presented to us as aforesaid if such presentation is made
to us after 8:00 am., San Francisco time.

         If the remittance instructions included with nay demand presented under
this Letter of Credit require that payment is to be made by transfer to an
account with us or with another bank, we and/or such other bank may rely solely
on the account number specified in such instructions even if the account is in
the name of a person or entity different from the intended payee.

         With respect to any demand that is honored hereunder, the total amount
of this Letter of Credit shall be reduced as follows:

         (A)  With respect to any A Drawing or B Drawing, the total amount of
this Letter of Credit shall be reduced, as to all demands subsequent to the
applicable demand, by the amount of the applicable demand at of the time of
presentation of such demand and shall not be reinstated;

         (B)  With respect to any C Drawing or D Drawing, the total amount of
this Letter of Credit shall be reduced, as to all demands subsequent to the
applicable demand, by the amount of the applicable demand as of the time of
presentation of such demand, subject to reinstatement in full or in part, if and
to the extent, prior to the Expiration Date, we or the Wells Fargo Affiliate

         (C)  With respect to any F drawing,, the total amount of this Letter of
Credit shall be reduced, as to all demands subsequent to the applicable demand,
by the amount of the applicable demand as of the time of presentation of such
demand; provided, however, that such amount shall be automatically reinstated on
the tenth (10th) calendar day following the date of presentation of such demand
unless (i) you shall have received notice from us by telegraph. telex, courier
service or registered mail at the above address within seven (7) calendar days
after such presentation of such demand that there shall be no such
reinstatenment, or (ii) the tenth (10th) calendar day after such presentation
would be after the Expiration Date.

                                        2

<PAGE>

         Upon presentation to us of an E Drawing in compliance with the terms of
this Letter of Credit, no further demand whatsoever may be presented hereunder.

         An F Drawing shall not be presented to us (i) more than once during any
twenty-seven (27) calendar day period, or (ii) with respect to any single F
Drawing, for an amount more than $30,137.00.

         Except as otherwise provided herein,, this Letter of Credit shall be
governed by and construed in accordance with the Uniform Customs and Practice
for Documentary Credits (1993 Revision), Publication No. 500 of the
International Chamber of Commerce (the "UCP"); provided, however, that Article
41. paragraphs d, e, f, g, h, i and. j of Article 48 and the second sentence of
Article 17 shall not apply to this Letter of Credit. Furthermore, as provided in
the first sentence of Article 17 of the UCP, we assume no liability or
responsibility for consequences arising out of the interruption of our business
by Acts of God, riots, civil commotions, insurrections, wars or any other causes
beyond our control, or strikes or lockouts. . As to matters not covered by the
UCP and to the extent not inconsistent with the UCP or made inapplicable by this
Letter of Credit, this Letter of Credit shall be governed by the laws of the
State of California. including the Uniform Commercial Code as in effect in the
State of California.

         This Letter of Credit is transferable and may be transferred more than
once, but in each case only in the amount of the full unutilized balance hereof
to any single transferee who you shall have advised us pursuant to Annex G has
succeeded The Bank of New York or a successor trustee as Trustee under the
Indenture dated as of January 1, 2002 as supplemented from time to tithe (the
"Indenture") between the Town of Babylon Industrial Development Agency (the
"Issuer") and The Bank of New York, as Trustee, pursuant to which U.S.
$2,200,000 in aggregate principal amount of the Issuer's Industrial Development
Revenue Bonds (Federally Taxable) (Technology Flavors & Fragrances, Inc.
Project), Series 2002 (the "Bonds") were issued. Transfers may be affected
without charge to the transferor, and only through ourselves and only upon
presentation to us of a duly executed instrument of transfer in the form
attached hereto as Annex G. Any transfer of this Letter of Credit as aforesaid
must be endorsed by us on the reverse hereof and may not change the place of
presentation of demands from our Letter of Credit Operations Office in San
Francisco, California.

         All payments hereunder shall be made from our own funds.

                                        3

<PAGE>

         This Letter of Credit sets forth in full our undertaking, and such
undertaking shall not in any way be modified, amended, amplified or limited by
reference to any document, instrument or agreement referred to herein
(including, without limitation, the Bonds and the Indenture), except the UCP to
the extent the UCP is not inconsistent with or made inapplicable by this Letter
of Credit; and any such reference shall not be deemed. to incorporate herein by
reference by any document, instrument or agreement except the UCP.

                                                 WELLS FARGO BANK, NATIONAL
                                                 ASSOCIATION



                                                 By: ___________________________
                                                       Authorized Signature
                                                       JAMES SINGH

Letter of Credit Operations Office
Telephone Nos.:
         (415) 396-5458 and
         (415) 396-4014

Letter of Credit Operations Office Facsimile No.:
         (415) 284-9453

                                        4

<PAGE>

                                              Annex A to Wells Fargo Bank., N.A.
                                              Irrevocable Letter of Credit No.
                                              NZS426339

WELLS FARGO BANK, N.A.
LETTER OF CREDIT OPERATIONS OFFICE
SAN FRANCISCO, CALIFORNIA

FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER.

(INSERT NAME OF BENEFICIARY (THE "TRUSTEE") HEREBY CERTIFIES TO WELLS FARGO
BANK, N.A. "BANK") WITH REFERENCE TO IRREVOCABLE LETTER OF CREDIT N0. NZS426339
(M "LETTER OF CREDIT' ; THE TERMS THE "BONDS", "BUSINESS DAY" AND THE INDENTURE"
USED HEREIN SHALL HAVE THEIR RESPECTIVE MEANINGS SET FORTH WT THE LETTER OF
CREDIT) THAT:

     (1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER THE INDENTURE.

     (2) THE TRUSTEE IS MAKING A DEMAND FOR PAYMENT UNDER THE LETTER OF CREDIT
WITH RESPECT TO THE PAYMENT OF PRINCIPAL UPON AN OPTIONAL AND/OR MANDATORY
REDEMPTION OF LESS THAN ALL OF THE BONDS CURRENTLY OUTSTANDING.

     (3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN ACCORDANCE WITH
THE TERMS AND CONDITIONS OF THE BONDS AND THE INDENTURE AND IS DEMANDED IN
ACCORDANCE WITH TIE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE UNDERSIGNED AS
FOLLOWS:

                        [INSERT REMITTANCE INSTRUCTIONS]

     (4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT IS [INSERT
AMOUNT].

     (6) IF THIS DEMAND IS RECEIVED BY YOU AT OR BEFORE NOON, SAN FRANCISCO TIME
ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 AM,
SAN FRANCISCO TIME, ON THE NEXT BUSINESS DAY. IF THIS DEMAND IS RECEIVED BY YOU
AFTER NOON, SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS
DEMAND AT OR BEFORE 10:00 AM, SAN FRANCISCO TIME ON THE SECOND BUSINESS DAY
FOLLOWING SUCH BUSINESS DAY.

                          [INSERT NAME OF BENEFICIARY]

[FOR SIGNED AND FACSIMILE DEMANDS ONLY, INSERT SIGNATURE AND DATE]

                                        5

<PAGE>

                                               Annex B to Wells Fargo Bank, N.A.
                                               Irrevocable Letter of Credit No-
                                               NZS426339

WELLS FARGO BANK. N.A.
LETTER OF CREDIT OPERATIONS OFFICE
SAN FRANCISCO, CALIFORNIA

FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER.

[INSERT NAME OF BENEFICIARY] (THE "TRUSTEE") HEREBY CERTIFIES TO WELLS FARGO
N.A. (THE "BANK) WITH REFERENCE TO IRREVOCABLE LETTER OF CREDIT NO. NZS426339
(THE "LETTER OF CREDIT"; THE TERMS THE "BONDS", "BUSINESS DAY" AND THE
"INDENTURE" USED HEREIN SHALL HAVE THEIR RESPECTIVE MEANINGS SET FORTH TN THE
LETTER OF CREDIT) THAT:

         1)  THE TRUSTEE IS TIE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER THE
INDENTURE.

         2)  THE TRUSTEE LS MAKING A DEMAND FOR PAYMENT USER THE LETTER OF
CREDIT WITH RESPECT TO THE PAYMENT' OF UNPAID INTEREST UPON AN OPTIONAL AND
AND/OR MANDATORY REDEMPTION OF LESS THAN ALL OF THE BONDS CURRENTLY OUTSTANDING,

                  (a) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS AND THE INDENTURE AND IS
DEMANDED IN ACCORDANCE WITH THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE
UNDERSIGNED AS FOLLOWS:

                        [INSERT REMITTANCE INSTRUCTIONS]

         (4) THIS AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT IS [INSERT
AMOUNT].

         (5) IF THIS DEMAND IS RECEIVED BY YOU AT OR BEFORE NOON, SAN FRANCISCO
TIME ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00
AM, SAN FRANCISCO TIME, ON THE NEXT BUSINESS DAY. IF THIS DEMAND IS RECEIVED BY
YOU AFTER NOON SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON
THIS DEMAND AT OR BEFORE 10:00 AM, SAN FRANCISCO TIME, ON THE SECOND BUSINESS
DAY FOLLOWING SUCH BUSINESS DAY.

                          (INSERT NAME OF BENEFICIARY)

[FOR SIGNED AND FACSIMILE DEMANDS ONLY, INSERT SIGNATURE AND DATE]

                                        6

<PAGE>

                                               Annex C to Wells Fargo Bank, N.A.
                                               Irrevocable Letter of Credit No.
                                               NZS426339

WELLS FARGO BANK, N.A.
LETTER OF CREDIT OPERATIONS OFFICE
SAN FRANCISCO, CALIFORNIA

FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER.

[INSERT NAME OF BENEFICIARY] (THE "TRUSTEE") HEREBY CERTIFIES TO WELLS FARGO
BANK, N.A. (THE "BANK") WITH REFERENCE TO IRREVOCABLE LETTER OF CREDIT NO.
NZS426339 (THE "LETTER OF CREDIT"; THE TERMS THE "BONDS", "BUSINESS DAY" AND THE
"INDENTURE" USED HEREIN SHALL HAVE THEIR RESPECTIVE MEANINGS SET FORTH 1N TIE
LETTER OF CREDIT) THAT:

         (1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER THE
INDENTURE.

         (2) THE TRUSTEE IS MAKING A DEMAND FOR PAYMENT UNDER THE LETTER OF
CREDIT WITH RESPECT TO THE PAYMENT OF THE PRINCIPAL AMOUNT OF THOSE BONDS WHICH
THE REMARKETING AGENT (AS DEFINED IN THE INDENTURE) HAS BEEN UNABLE TO REMARKET
WITHIN THE TIME LIMITS ESTABLISHED IN THE INDENTURE.

         (3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN ACCORDANCE
WITH THE TERMS AND CONDITIONS OF TIM BONDS AND THE INDENTURE AND IS DEMANDED IN
ACCORDANCE WITH TIE INDENTURE, WHICH AMOUNT PLEASE REMITTo THE UNDERSIGNED AS
FOLLOWS:

                        [INSERT REMITTANCE INSTRUCTIONS]

         (4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT IS [INSERT
AMOUNT].

         (5) IF THIS DEMAND IS RECEIVED BY YOU AT OR BEFORE 8:00 AM, SAN
FRANCISCO TIME ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR
BEFORE 11:30 AM, SAN FRANCISCO TIME, ON SAID BUSINESS DAY. IF THIS DEMAND IS
RECEIVED BY YOU AFTER 8:00 AM, SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU MUST
MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 AM, SAN FRANCISCO TIME, ON THE
BUSINESS DAY FOLLOWING SAID BUSINESS DAY.

                          [INSERT NAME OF BENEFICIARY]

[FOR SIGNED AND FACSIMILE DEMANDS ONLY, INSERT SIGNATURE AND DATE]

                                        7

<PAGE>

                                               Annex D to Wells Fargo Bank, N.A.
                                               Irrevocable Lettter of Credit
                                               No. NZS426339

WELLS FARGO BANK, N.A.
LETTER OF CREDIT OPERATIONS OFFICE.
SAN FRANCISCO, CALIFORNIA

FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER

[INSERT NAME OF BENEFICIARY] (THE "TRUSTEE") HEREBY CERTIFIES TO WELLS FARGO
BANK, N.A. (THE "BANK") WITH REFERENCE TO IRREVOCABLE LETTER OF CREDIT No.
NZS426339 (THE "LETTER OF CREDIT "; THE TERMS THE "BONDS". "BUSINESS DAY" AND
THE "INDENTURE" USED HEREIN SHALL HAVE THEIR RESPECTIVE MEANINGS SET FORTH IN
THE LETTER OP CREDIT) THAT:

         (1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER THE
INDENTURE,

         (2) THE TRUSTEE TS MAKING A DEMAND FOR PAYMENT UNDER THE LETTER OF
CREDIT WITH RESPECT TO THE PAYMENT OF THE UNPAID INTEREST ON THOSE BONDS WHICH
THE REMARKETING AGENT (AS DEFINED IN THE INDENTURE) HAS BEEN UNABLE TO REMARKET
WITHIN THE TIME ITS ESTABLISHMENT IN THE INDENTURE.

         (3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN ACCORDANCE
WITH THE TERMS AND CONDITIONS OF THE BONDS AND THE INDENTURE AND IS DEMANDED IN
ACCORDANCE WITH THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE UNDERSIGNED AS
FOLLOWS:

                        [INSERT REMITTANCE INSTRUCTIONS].

         (4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT IS $(INSERT
AMOUNT).

         (5) IF THIS DEMAND IS RECEIVED BY YOU AT OR BEFORE 8:00 A.M,, SAN
FRANCISCO TIME ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR
BEFORE 11:30 A.M., SAN FRANCISCO TIME, ON SAID BUSINESS DAY. IF THIS DEMAND IS
RECEIVED BY YOU AFTER 8:00 A.M., SAN FRANCISCO TIME ON A BUSINESS DAY, YOU MUST
MADE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M., SAN FRANCISCO TIME, ON THE
BUSINESS DAY FOLLOWING SAID BUSINESS DAY,

                          [INSERT NAME OF BENEFICIARY]

[FOR SIGNED AND FACSIMILE DEMANDS ONLY INSERT SIGNATURE AND DATE]

                                        8

<PAGE>

                                   Annex E to Wells Fargo Bank, N.A.
                                   Irrevocable Letter of Credit No. NZS426339

WELLS FARGO BANK, N.A.
LETTER. OF CREDIT OPERATIONS OFFICE
SAN FRANCISCO, CALIFORNIA

FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER.

[INSERT NAME OF BENEFICIARY] (THE "TRUSTEE") HEREBY CERTIFIES TO WELLS FARGO
BANK, N.A., (THE "BANK") WITH REFERENCE TO IRREVOCABLE LETTER OF CREDIT NO.
NZS426339 (THE "LETTER OF CREDIT"; THE TERMS THE "BONDS", "BUSINESS DAY", AND
THE "INDENTURE" USED HEREIN SHALL HAVE THEIR RESPECTIVE MEANINGS SET FORTH IN
THE LETTER OF CREDIT) THAT:

         1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER THE
INDENTURE.

         2) HE TRUSTEE IS MAKING A DEMAND FOR PAYMENT UNDER THE LETTER OF CREDIT
WITH RESPECT TO THE PAYMENT (A) AT STATED MATURITY, (8) UPON ACCELERATION
FOLLOWING AN EVENT OF DEFAULT, (C) UPON REDEMPTION OF THE BONDS IN WHOLE, OR (D)
UPON DEFEASANCE OF THE BONDS IN WHOLE, OF THE TOTAL UNPAID PRINCIPAL OF, AND
UNPAID INTEREST ON, ALL OF THIS BONDS WHICH ARE PRESENTLY OUTSTANDING.

         3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN ACCORDANCE
WITH THE TERMS AND CONDITIONS OF THE BONDS AND THE INDENTURE AND IS DEMANDED IN
ACCORDANCE WITH THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE UNDERSIGNED AS
FOLLOWS:

                        [INSERT REMITTANCE INSTRUCTIONS]

         4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT IS $ [INSERT
AMOUNT WHICH IS THE SUM OF THE TWO AMOUNTS SET FORTH IN PARAGRAPH 5, BELOW].

         5) THE AMOUNT OF THIS DEMAND IS EQUAL TO THE SUM OF (A) $[INSERT
AMOUNT] BEING DRAWN IN RESPECT OF THE PAYMENT OF UNPAID PRINCIPAL. OF THE BONDS
AND (B) $[INSERT AMOUNT] BEING DRAWN 1N RESPECT OF THE PAYMENT OF UNPAID
INTEREST ON THE BONDS,

                                        9

<PAGE>

     6) IF THIS DEMAND is RECEIVED BY YOU AT OR BEFORE NOON, SAN FRANCISCO TIME
ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M.,
SAN FRANCISCO TIME, ON THE NEXT BUSINESS DAY. IF THIS DEMAND IS RECEIVED BY YOU
AFTER NOON, SAN FRANCISCO TIME. ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS
DEMAND AT OR BEFORE 10:00 A.M.,, SAN FRANCISCO TIME, ON THE SECOND BUSINESS DAY
FOLLOWING SUCH BUSINESS DAY,

                          [INSERT NAME OF BENEFICIARY]

[FOR SIGNED AND FACSIMILE DEMANDS ONLY, INSERT SIGNATURE AND DATE

                                       10

<PAGE>

                                    Annex F to Walks Fargo Bank, N.A.
                                    Irrevocable Letter of Credit No. NZS426339

WELLS FARGO BANK, N.A.
LETTER OF CREDIT OPERATIONS OFFICE
SAN FRANCISCO, CALIFORNIA

FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER.

[INSERT NAME OF BENEFICIARY] (THE "TRUSTEE") HEREBY CERTIFIES TO WELLS FARGO
BANK, N.A. (THE "BANK") WITH REFERENCE TO IRREVOCABLE LETTER OF CREDIT NO.
NZS426339 (THE "LETTER OF CREDIT"; THE TERMS THE "BONDS", "BUSINESS DAY" AND THE
"INDENTURE" USED HEREIN SHALL HAVE THEIR RESPECTIVE MEANINGS SET FORTH IN THE
LETTER OF CREDIT) THAT:

         (1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER THE
INDENTURE.

         (2) THE TRUSTEE IS MAKING A DEMAND FOR PAYMENT UNDER THE LETTER OF
CREDIT WITH RESPECT TO THE PAYMENT, ON AN INTEREST PAYMENT DATE (AS DEFINED IN
THE INDENTURE), OF UNPAID INTEREST WITH RESPECT TO THE BONDS.

         (3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN ACCORDANCE
WITH THE TERMS AND CONDITIONS OF THE BONDS AND THE INDENTURE AND IS DEMANDED IN
ACCORDANCE WITH THE INDENTURE, WHICH, AMOUNT PLEASE REMIT TO THE UNDERSIGNED AS
FOLLOWS:

                        (INSERT REMITTANCE INSTRUCTIONS).

         (4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT IS $[INSERT
AMOUNT].

         (5) IF THIS DEMAND IS RECEIVED BY YOU AT OR BEFORE NOON, SAN FRANCISCO
`ITME ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00
A.M., SAN FRANCISCO TIME, ON THE NEXT BUSINESS DAY. IF THIS DEMAND IS RECEIVED
BY YOU AFTER NOON, SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU MUST MAKE PAYMENT
ON THIS DEMAND AT OR BEFORE 10:00 A.M., SAN FRANCISCO TIME, ON THE SECOND
BUSINESS DAY FOLLOWING SUCH BUSINESS DAY.

                          [INSERT NAME OF BENEFICIARY]

[FOR SIGNED AND FACSIMILE DEMANDS ONLY, INSERT SIGNATURE AND DATE

                                       11

<PAGE>

                                    Annex G to wells Faro Bank. N. A.
                                    Irrevocable Letter of Credit No, NZS426339

WELLS FARGO BANK. N.A.
LETTER OF CREDIT OPERATIONS OFFICE
525 MARKET STREET, 25th Floor
SAN FRANCISCO, CALIFORNIA 94105

         Subject: Your Letter of Credit No. NZS426339

Ladies and Gentlemen;

         For value received. we hereby irrevocably assign and transfer all of
our rights under the above-captioned Letter of Credit, as heretofore and
herinafter amended, extended or increased, to:

                         ______________________________
                              [Name of Transferee]



                         ______________________________


                         ______________________________

                         ______________________________
                             (Address of Transferee)

         By this transfer, all of our rights in the Letter of Credit are
transferred to the transferee, and the transferee shall have sole rights as
beneficiary under the Letter of Credit, including sole rights relating to any
amendments, whether increases or extensions or other amendments, and whether now
existing or hereafter made. You are hereby irrevocably instructed to advise
future amendments) of the Letter of Credit to the transferee without our consent
or notice to us.

         The original Letter of Credit is returned with all amendments to this
date. Please notify the transferee in such form as you deem advisable of this
transfer and of the terms and conditions to this Letter of Credit, including
amendments as transferred.

                                       12

<PAGE>

         You are hereby advised that the transferee named above has succeeded
The Bank of New York, or a successor trustee, as Trustee under the Indenture
dated as of January 1, 2002, as supplemented from time-to-time (the "Indenture")
between the Town of Babylon Industrial Development Agency (the "Issuer") and The
Rank of New York, as Trustee, pursuant to which U.S. $2,200,000 is aggregate
principal amount of Issuer's Industrial Development Revenue bonds (Federally
Taxable) (Technology Flavors and Fragrances, Inc. Project) Series 2002 were
issued.

                                       Very truly yours,

                                       [Inset Name of Transferor]


                                       By: _______________________________
                                                Insert Name and Title]

                                       TRANSFERORS SIGNATURE GUARANTEED


                                       By: _______________________________
                                                      [Bank Name]


                                       By: _______________________________
                                                [Insert Name and Title]


         By its signature below, the undersigned transferee acknowledges that it
has duly succeeded The Bank of New York or a successor trustee as Trustee under
the Indenture.

                                       By: _______________________________
                                                [Insert Name and Title]

                                       13

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