PHARMACEUTICAL RESOURCES INC
EXHIBIT 10.18.14
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>pharma_exh10-1814.txt
<DESCRIPTION>EXHIBIT 10.18.14
<TEXT>



                                                                EXHIBIT 10.18.14


                                 LOAN AGREEMENT

                                      Among

                        GE CAPITAL PUBLIC FINANCE, INC.,

                                   as Lender,

                                       and

                 RHODE ISLAND INDUSTRIAL FACILITIES CORPORATION,

                                   as Issuer,

                                       and

                          FINETECH LABORATORIES, LTD.,

                                   as Borrower

                          Dated as of December 1, 2002

                   -------------------------------------------

                THIS INSTRUMENT CONSTITUTES A SECURITY AGREEMENT

                 UNDER THE RHODE ISLAND UNIFORM COMMERCIAL CODE.

                  --------------------------------------------





                              Exhibit 10.18.14 - Page 1
<PAGE>

                                TABLE OF CONTENTS
                                -----------------

                                                                          PAGE
                                                                          ----

ARTICLE I - DEFINITIONS AND EXHIBITS ...................................    2
         Section 1.01.  Definitions ....................................    2
         Section 1.02.  Exhibits    ....................................    6
         Section 1.03.  Rules of Construction ..........................    6

ARTICLE II - FINANCING OF EQUIPMENT AND TERMS OF LOAN ..................    6
         Section 2.01.  Acquisition of Equipment .......................    6
         Section 2.02.  Loan ...........................................    7
         Section 2.03.  Interest .......................................    7
         Section 2.04.  Payments .......................................    7
         Section 2.05.  Payment on Non-Business Days ...................    8
         Section 2.06.  Loan Payments To Be Unconditional ..............    8
         Section 2.07.  Prepayments ....................................    8

ARTICLE III - CONDITIONS PRECEDENT  ....................................    9

ARTICLE IV - REPRESENTATIONS, WARRANTIES AND COVENANTS OF
              ISSUER ...................................................   11

ARTICLE V - REPRESENTATIONS, WARRANTIES AND COVENANTS OF
              BORROWER .................................................   14

ARTICLE VI - TITLE TO EQUIPMENT; SECURITY INTEREST .....................   17
         Section 6.01.  Title to Equipment  17
         Section 6.02.  Security Interest in Equipment .................   17
         Section 6.03.  Change in Name or Corporate
          Structure of Borrower; Change in Location
          of Borrower's Principal Place of Business ....................   18
         Section 6.04.  Liens and Encumbrances to Title ................   18
         Section 6.05.  Personal Property ..............................   19
         Section 6.06.  Assignment of Insurance ........................   19
         Section 6.08.  Agreement as Financing Statement ...............   19

ARTICLE VII - AFFIRMATIVE COVENANTS OF BORROWER ........................   20
         Section 7.01.  Reporting Requirements  ........................   20
         Section 7.02.  Books and Records; Inspection and Examination ..   21
         Section 7.03.  Compliance With Laws; Environmental Indemnity ..   21
         Section 7.04.  Payment of Taxes and Other Claims     22
         Section 7.05.  Maintenance of Equipment .......................   22
         Section 7.06.  Insurance ......................................   23
         Section 7.07.  Preservation of Existence ......................   24
         Section 7.08.  Performance by Lender ..........................   24
         Section 7.09.  Financial Covenants ............................   24
         Section 7.10.  Covenant Regarding Tax Regulatory Agreement ....   25

ARTICLE VIII - NEGATIVE COVENANTS OF BORROWER ..........................   26
         Section 8.01.  Lien ...........................................   26
         Section 8.02.  Sale of Assets .................................   26
         Section 8.03.  Consolidation and Merger .......................   26
         Section 8.04.  Accounting .....................................   26


                              Exhibit 10.18.14 - Page 2
<PAGE>

         Section 8.05.  Transfers ......................................   26
         Section 8.07.  Place of Business ..............................   26
         Section 8.08.  Modifications and Substitutions ................   26
         Section 8.09.  Use of the Equipment ...........................   27

ARTICLE IX - DAMAGE AND DESTRUCTION; USE OF NET PROCEEDS ...............   27

ARTICLE X - ASSIGNMENT, SUBLEASING AND SELLING .........................   28
         Section 10.01.  Assignment by Lender  .........................   28
         Section 10.02.  No Sale or Assignment by Borrower .............   28

ARTICLE XI - EVENTS OF DEFAULT AND REMEDIES ............................   28
         Section 11.01.  Events of Default  ............................   28
         Section 11.02.  Remedies on Default ...........................   30
         Section 11.03.  Return of Equipment ...........................   31
         Section 11.04.  No Remedy Exclusive ...........................   31
         Section 11.05.  Late Charge ...................................   32

ARTICLE XII - MISCELLANEOUS ............................................   32
         Section 12.01.  Costs and Expenses of Lender ..................   32
         Section 12.01A. Costs and Administrative Expenses of Issuer ...   32
         Section 12.02.  Disclaimer of Warranties  .....................   32
         Section 12.03.  Notices .......................................   33
         Section 12.04.  Further Assurance and Corrective Instruments ..   33
         Section 12.05.  Binding Effect; Time of the Essence ...........   33
         Section 12.06.  Severability ..................................   33
         Section 12.07.  Amendments ....................................   33
         Section 12.08.  Execution in Counterparts .....................   34
         Section 12.09.  Applicable Law ................................   34
         Section 12.10.  Captions ......................................   34
         Section 12.11.  Entire Agreement ..............................   34
         Section 12.12.  Usury .........................................   34
         Section 12.13.  Bound Transcripts .............................   34
         Section 12.14.  Waiver of Jury Trial ..........................   34



                              Exhibit 10.18.14 - Page 3
<PAGE>


         Section 12.15.  Survival of Obligations .......................   35
         Section 12.16.  Limited Liability; Immunity of Directors
           of Issuer ...................................................   35


Exhibit A - Schedule of Equipment and Loan Payments
Exhibit B - Form of Certificate of Acceptance
Exhibit C - Form of Opinion of Counsel to Borrower
Exhibit D - Form of Opinion of Bond Counsel
Exhibit E - Form of Bond
Exhibit F - Administrative Fee Schedule
Exhibit G - Form of Opinion of Israeli Counsel
Exhibit H - Form of Certificate of Chief Financial Officer









                            Exhibit 10.18.14 - Page 4
<PAGE>

                                 LOAN AGREEMENT

Lender:           GE Capital Public Finance, Inc.
                  Suite 470
                  8400 Normandale Lake Boulevard
                  Minneapolis, MN  55437
                  Telephone:  (800) 346-3164
                  Telecopier: (612) 897-5601

Issuer:           Rhode Island Industrial Facilities Corporation
                  One West Exchange Street

                  Providence, RI  02903
                  Telephone:  (401) 222-2601
                  Telecopier: (401) 222-2102

Borrower:         FineTech Laboratories, Ltd.
                  500 Washington Street
                  Coventry, RI 02816
                  Telephone:  (401) [          ]
                  Telecopier: (401) [          ]


         THIS LOAN  AGREEMENT  dated as of December  1, 2002 (this  "Agreement")
among GE Capital Public Finance,  Inc., a Delaware corporation,  as lender (with
its  successors  and  assigns,  "Lender"),  Rhode Island  Industrial  Facilities
Corporation,  a public corporation and governmental agency of the State of Rhode
Island and  Providence  Plantations  (the  "State"),  duly organized and validly
existing  under  the laws of the  State,  as  issuer  ("Issuer"),  and  FINETECH
LABORATORIES,  LTD.,  an Israeli  corporation  authorized  to do business in the
State of Rhode Island, as borrower ("Borrower").

         WHEREAS,  Issuer  is  authorized  and  empowered  under the laws of the
State,  including the Rhode Island Industrial Facilities  Corporation Act, Title
45,  Chapter  37.1 of the General  Laws of Rhode  Island (the  "Act"),  to issue
revenue bonds and to enter into loan agreements, contracts and other instruments
and  documents  necessary  or  convenient  to obtain  loans for the  purpose  of
facilitating the financing of certain projects as described in the Act; and

         WHEREAS,  in furtherance of the purposes of the Act, Issuer proposes to
finance all or a portion of the  acquisition  and  installation of the Equipment
(as  hereinafter  defined) by Borrower  pursuant to this  Agreement by issuing a
revenue bond and  obtaining a loan from Lender and lending the proceeds  thereof
to Borrower; and

         WHEREAS,  Borrower  proposes to borrow the proceeds of the loan made by
Lender to Issuer upon the terms and  conditions  set forth herein to finance the
acquisition and installation of the Equipment; and

         WHEREAS,  Borrower  shall make Loan Payments (as  hereinafter  defined)
directly to Lender as assignee of Issuer and holder of the Bond (as  hereinafter
defined); and

         WHEREAS,  this Agreement and the Bond shall not be deemed to constitute
a debt  or  liability  or  moral  obligation  of  the  State  or  any  political
subdivision  thereof, or a pledge of the faith and credit or taxing power of the
State or any political  subdivision  thereof,  but shall be a special obligation
payable solely from the Loan Payments payable hereunder by Borrower to Lender as
assignee of Issuer;


                              Exhibit 10.18.14 - 5
<PAGE>


         NOW, THEREFORE,  for good and valuable consideration,  receipt of which
is hereby  acknowledged,  and in consideration of the premises contained in this
Agreement, Lender, Issuer and Borrower agree as follows:

                                    ARTICLE I

                            DEFINITIONS AND EXHIBITS

         Section 1.01.  DEFINITIONS . The following  terms used herein will have
the meanings indicated below unless the context clearly requires otherwise:

         "ACQUISITION  COSTS" means the contract price paid or to be paid to the
Vendors  or  reimbursed  to  Borrower  for any  portion  of the  Equipment  upon
Borrower's acceptance thereof,  including  administrative,  engineering,  legal,
financial and other costs incurred by Lender, Issuer, Borrower, Escrow Agent and
Vendors in connection with the acquisition, installation and financing by Lender
of such Equipment, which Acquisition Costs are set forth in Exhibit A hereto.

         "ADMINISTRATIVE EXPENSES" means (i) a percentage administrative fee, if
any, set by a vote of the Board of Directors of the Issuer, in no case to exceed
one-eighth  of  one  percent  per  year  of the  principal  amount  of the  Bond
outstanding  as set  forth in  Exhibit  F hereto  and  (ii) the  reasonable  and
necessary expenses incurred by the Issuer in connection with the issuance of the
Bond and the performance of the Issuer's obligations under this Agreement.

         "AGREEMENT" means this Agreement, including all exhibits hereto, as any
of the same may be  supplemented or amended from time to time in accordance with
the terms hereof.

         "BOND" means Issuer's  $2,000,000 Revenue Bond (FineTech  Laboratories,
Ltd. Project - 2002 Series), in the form attached hereto as Exhibit E.

         "BORROWER" means FineTech Laboratories, Ltd., a Delaware corporation.

         "BUSINESS  DAY" means a day other  than a  Saturday  or Sunday on which
banks are generally open for business in the State or in New York, New York.

         "CERTIFICATE  OF  ACCEPTANCE"  means a Certificate  of  Acceptance,  in
substantially  the  form  set  forth  as  Exhibit  B  hereto,  whereby  Borrower
acknowledges  receipt  in  good  condition  of  particular  items  of  Equipment
identified  therein and confirms the date of delivery  thereof and certain other
matters.

         "CLOSING DATE" means December 26, 2002.

         "CODE" means the Internal Revenue Code of 1986, as amended,  and United
States Treasury regulations promulgated thereunder.

         "DEBT" means all (i) items of indebtedness  for borrowed money which in
accordance  with  generally  accepted  accounting  principles or federal tax law
would be included in determining  total  liabilities as shown on the liabilities
side of a balance sheet, (ii) indebtedness secured by any mortgage, pledge, lien
or security interest existing on property owned by Borrower,  whether or not the
indebtedness  secured thereby shall have been assumed,  and (iii) guaranties and
endorsements  for borrowed  money (other than for purposes of  collection in the


                              Exhibit 10.18.14 - 6
<PAGE>


ordinary  course of business) by Borrower and other  contingent  obligations  of
Borrower in respect of, or to purchase or  otherwise  acquire,  indebtedness  of
others.

         "DEFAULT" means an event that, with giving of notice or passage of time
or both, would constitute an Event of Default as provided in Article XI hereof.

         "DETERMINATION  OF  TAXABILITY"  means any  determination,  decision or
decree by the  Commissioner  of Internal  Revenue,  or any District  Director of
Internal Revenue or any court of competent jurisdiction,  or an opinion obtained
by Lender of counsel  qualified  in such  matters,  that an Event of  Taxability
shall have occurred.  A Determination of Taxability also shall be deemed to have
occurred on the first to occur of the following:

         (a) the date when Borrower files any statement, supplemental statement,
or other tax  schedule,  return or document,  which  discloses  that an Event of
Taxability shall have occurred; or

         (b) the  effective  date of any federal  legislation  enacted after the
date of this Agreement or promulgation of any income tax regulation or ruling by
the Internal  Revenue Service that causes an Event of Taxability  after the date
of this Agreement; or

         (c) if upon sale, lease or other  deliberate  action taken with respect
to the Equipment within the meaning of Treas. Reg. ss.  1.141-2(d),  the failure
to  receive an  unqualified  opinion  of bond  counsel  to the effect  that such
deliberate action will not cause interest payable by Borrower hereunder or under
any Agreement to become includable in the gross income of the recipient.

         "ENVIRONMENTAL  LAWS" has the meaning ascribed thereto in paragraph (h)
of Article V hereof.

         "EQUIPMENT"  means the  property  identified  in Exhibit A hereto to be
used  in  connection  with  Borrower's  operations  (including,  to  the  extent
permitted pursuant to the Code without jeopardizing the tax-exempt status of the
Interest,  certain  items  originally  financed  through  internal  advances  of
Borrower in  anticipation  of obtaining  permanent  financing  through  Issuer),
together  with  all  replacement  parts,  additions,   repairs,  accessions  and
accessories incorporated therein and/or affixed to such property.

         "ESCROW AGENT" means  Marshall & Ilsley Trust Company,  N.A., as escrow
agent under the Escrow Agreement, and its successors and assigns permitted under
the Escrow Agreement.

         "ESCROW  AGREEMENT"  means the Escrow Agreement dated as of December 1,
2002 among Lender, Issuer, Borrower and Escrow Agent.

         "ESCROW  FUND"  means the fund  established  and held by  Escrow  Agent
pursuant to the Escrow Agreement.

         "EVENT  OF  TAXABILITY"  means  any act,  failure  to act or use of the
proceeds of the Loan, change in use of the Equipment or any misrepresentation or
inaccuracy in any of the  representations,  warranties or covenants contained in
this  Agreement or the Tax  Regulatory  Agreement by Issuer or Borrower,  or the
enactment  of any  federal  legislation  after  the date of this  Agreement,  or
promulgation  of any income tax  regulation  or ruling by the  Internal  Revenue


                              Exhibit 10.18.14 - 7
<PAGE>


Service  after the date of this  Agreement  that causes the Interest to be or to
become includable in Lender's gross income (as defined in the Code).

         "GROSS-UP RATE" means, with respect to any Interest payment  (including
payments made prior to the Event of Taxability), the rate necessary to calculate
an additional  payment in an amount sufficient such that the sum of the Interest
payment plus such  additional  payment  would,  after reduced by the federal tax
(including interest and penalties) actually payable thereon, equal the amount of
the Interest payment.

         "Guarantors"  means  Pharmaceutical  Resources,   Inc.,  a  New  Jersey
corporation, and Par Pharmaceutical Inc., a New Jersey corporation.

         "Guaranty"  means the Guaranty  Agreement dated as of December 24, 2002
executed on behalf of Guarantors.

         "INTEREST"  means the  portion  of any  payment  from  Issuer to Lender
designated as and comprising interest.

         "INTEREST RATE" means an annual interest rate equal to 4.27%.

         "ISSUER"  means Rhode Island  Industrial  Facilities  Corporation,  its
successors or assigns, acting as issuer under this Agreement.

         "LENDER" means (i) GE Capital Public  Finance,  Inc.,  acting as lender
under this Agreement, (ii) any surviving, resulting or transferee corporation of
GE Capital  Public  Finance,  Inc. and (iii)  except where the context  requires
otherwise, any assignee(s) of Lender.

         "LOAN"  means  the  loan  from  Issuer  to  Borrower  pursuant  to this
Agreement.

         "LOAN PAYMENTS" means the loan payments payable by Borrower pursuant to
the  provisions of this  Agreement and the Bond as required by Article II hereof
and with respect to principal as specifically set forth in Exhibit A hereto.  As
provided  in Article  II  hereof,  Loan  Payments  shall be payable by  Borrower
directly to Lender, as assignee of Issuer and holder of the Bond, in the amounts
and at the times as set forth herein.

         "LOAN  PROCEEDS" means the total amount of money to be paid pursuant to
Section  2.02 hereof by Lender to Escrow  Agent for deposit and  application  in
accordance with the Escrow Agreement.

         "PAYMENT  DATE"  means the  dates  the Loan  Payments  are  payable  as
specifically set forth in Exhibit A hereto.

         "PREPAYMENT  AMOUNT"  means the amount which  Borrower may or must from
time to time pay or cause to be paid to Lender as  assignee of Issuer and holder
of the Bond in order to prepay  the Loan and the Bond,  as  provided  in Section
2.07 hereof,  such amounts  being set forth in Exhibit A hereto,  together  with
accrued interest and all other amounts due hereunder.

         "PRINCIPAL"  means  the  portion  of any  Loan  Payment  designated  as
principal in Exhibit A hereto.

         "PURCHASE AGREEMENTS" means Borrower's purchase agreements with Vendors
of the Equipment.


                              Exhibit 10.18.14 - 8
<PAGE>


         "STATE" means the State of Rhode Island and Providence Plantations.

         "TAX REGULATORY  AGREEMENT" means the Tax Regulatory  Agreement of even
date  herewith  among  Borrower,  Issuer  and  Lender,  as such  Tax  Regulatory
Agreement may be amended from time to time in accordance with its terms.

         "UCC" means the Uniform Commercial Code as adopted and in effect in the
State.

         "VENDOR" means the  manufacturer or vendor of an item of Equipment,  as
well as the  agents or  dealers  of the  manufacturer,  from whom  Borrower  has
purchased or is purchasing items of Equipment.







                              Exhibit 10.18.14 - 9
<PAGE>


         Section 1.02. EXHIBITS . The following exhibits are attached hereto and
made a part hereof:

         EXHIBIT A:  Schedule of  Equipment  and Loan  Payments  describing  the
Equipment  and setting  forth the principal  portion of the Loan  Payments,  the
Payment Dates and Prepayment Amounts.  Issuer hereby authorizes Lender to insert
in Exhibit A the serial or other  identifying  numbers relating to the Equipment
when available.

         EXHIBIT B:  Form of Certificate of Acceptance.

         EXHIBIT C:  Form of opinion of counsel to Borrower and Guarantor.

         EXHIBIT D:  Form of opinion of bond counsel.

         EXHIBIT E:   Form of Bond.

         EXHIBIT F:   Schedule of Issuer Administrative Fees.

         EXHIBIT G:   Form of Opinion of Israeli Counsel.

         EXHIBIT H:   Form of Certificate of Chief Financial Officer.

         Section 1.03. RULES OF CONSTRUCTION . (a) The singular form of any word
used herein,  including the terms defined in Section 1.01 hereof,  shall include
the plural, and vice versa. The use herein of a word of any gender shall include
correlative words of all genders.

         (b) Unless otherwise  specified,  references to Articles,  Sections and
other  subdivisions of this Agreement are to the designated  Articles,  Sections
and other  subdivision  of this  Agreement  as  originally  executed.  The words
"hereof,"  "herein,"  "hereunder"  and  words of  similar  import  refer to this
Agreement as a whole.

         (c) The headings or titles of the several  articles and sections  shall
be solely  for  convenience  of  reference  and shall not  affect  the  meaning,
construction or effect of the provisions hereof.

                                   ARTICLE II

                    FINANCING OF EQUIPMENT AND TERMS OF LOAN

         Section 2.01. ACQUISITION OF EQUIPMENT . Borrower either has ordered or
shall order the Equipment  pursuant to one or more Purchase  Agreements from one
or more  Vendors.  Borrower  shall  remain  liable to the  Vendor or  Vendors in
respect of its duties and obligations in accordance with each Purchase Agreement
and shall bear the risk of loss with  respect to any loss or claim  relating  to
any item of Equipment covered by any Purchase Agreement,  and neither Lender nor
Issuer shall assume any such liability or risk of loss.

         Section  2.02.  LOAN . Lender hereby  agrees,  subject to the terms and
conditions  of this  Agreement,  to  make a loan  to  Issuer  in the  amount  of
$2,000,000 (consisting of the proceeds of the Bond which Lender hereby agrees to
purchase from Issuer); Issuer hereby agrees, subject to the terms and conditions
of this Agreement,  to borrow such amount from Lender and to lend such amount to
Borrower;  and Borrower  hereby  agrees to borrow such amount from Issuer.  Upon


                             Exhibit 10.18.14 - 10
<PAGE>


fulfillment  of the  conditions  set forth in Article III hereof,  Lender  shall
deposit the Loan Proceeds in the Escrow Fund to be held,  invested and disbursed
as provided in the Escrow Agreement.  Issuer's obligation to repay the loan from
Lender and to make payments on the Bond, and Borrower's  obligation to repay the
Loan, shall commence,  and interest shall begin to accrue, on the date that Loan
Proceeds are deposited in the Escrow Fund.

         Section 2.03.  INTEREST . The principal amount of the Bond and the Loan
hereunder  outstanding  from time to time shall bear  interest  (computed on the
basis of actual days elapsed in a 360-day year) at the Interest  Rate.  Interest
accruing on the principal  balance of such loans  outstanding  from time to time
shall be payable on each Payment Date set forth in Exhibit A and in the Bond and
upon  earlier  demand in  accordance  with the terms  hereof  or  prepayment  in
accordance  with  the  terms  of the  Bond and  Section  2.07  hereof.  Upon the
occurrence of a Determination  of Taxability,  Borrower  shall,  with respect to
future interest payments,  begin making Loan Payments calculated at the Gross-Up
Rate. In addition,  after a  Determination  of  Taxability,  Borrower shall make
immediately  upon demand of Lender a payment to Lender  sufficient to supplement
prior Loan Payments to the Gross-Up Rate.

         Section 2.04. PAYMENTS . Issuer shall pay the principal of, premium, if
any, in accordance with Section 2.07 hereof,  and interest on the Bond, but only
out of the amounts paid by Borrower  pursuant to this Agreement.  Borrower shall
pay to Lender, as assignee of Issuer, Loan Payments consisting of Principal,  in
the amounts  and on the dates set forth in Exhibit A hereto and  Interest at the
Interest  Rate on the  outstanding  Principal  from  the  immediately  preceding
Payment Date to the current  Payment Date. As security for its obligation to pay
the principal of, premium,  if any, in accordance with Section 2.07 hereof,  and
interest on the loan from Lender, Issuer assigns to Lender all of Issuer's right
to receive  Loan  Payments  from  Borrower  hereunder,  all of  Issuer's  rights
hereunder and all of Issuer's right, title and interest in and to the Equipment,
and Issuer irrevocably constitutes and appoints Lender and any present or future
officer  or  agent  of  Lender  as its  lawful  attorney,  with  full  power  of
substitution  and  resubstitution,  and in the name of Issuer or  otherwise,  to
collect the Loan  Payments and any other  payments due  hereunder  and under the
Bond and to sue in any  court  for such  Loan  Payments  or other  payments,  to
exercise all rights hereunder with respect to the Equipment,  and to withdraw or
settle any claims,  suits or  proceedings  pertaining  to or arising out of this
Agreement upon any terms. Such Loan Payments and other payments shall be made by
Borrower  directly to Lender,  as Issuer's  assignee and holder of the Bond, and
shall be credited against Issuer's payment  obligations  hereunder and under the
Bond. No  provision,  covenant or agreement  contained in this  Agreement or any
obligation  imposed on Issuer herein or under the Bond,  or the breach  thereof,
shall  constitute  or give  rise to or  impose  upon  Issuer,  the  State or any
political subdivision thereof, a pecuniary liability,  a charge upon its general
credit  or taxing  powers of  Issuer,  the  State or any  political  subdivision
thereof,  as  applicable,  or a pledge of their general  revenues but shall be a
special  obligation of Issuer  payable solely from Loan Payments of Borrower and
the proceeds of the sale of Equipment. In making the agreements,  provisions and
covenants set forth in this  Agreement,  Issuer has not obligated  itself except
with respect to the  Equipment  and the  application  of the Loan Payments to be
paid by  Borrower  hereunder.  All  amounts  required  to be  paid  by  Borrower
hereunder  shall be paid in lawful  money of the  United  States of  America  in
immediately  available funds. No recourse shall be had by Lender or Borrower for
any claim  based on this  Agreement,  the Bond or the Tax  Regulatory  Agreement
against any director,  officer or employee of Issuer alleging personal liability
on the part of such person, unless such claim is based on the willful dishonesty
of or intentional violation of law by such person.

         Section 2.05. PAYMENT ON NON-BUSINESS DAYS . Whenever any payment to be
made hereunder or under the Bond shall be stated to be due on a day which is not
a Business  Day, such payment may be made on the next  succeeding  Business Day,
and such extension of time shall in such case be included in the  computation of


                             Exhibit 10.18.14 - Page 11
<PAGE>


interest or the fees hereunder, as the case may be.

         Section 2.06.  LOAN PAYMENTS TO BE  UNCONDITIONAL  . The obligations of
Borrower to make the Loan  Payments  required  under this Article II and to make
other payments hereunder and to perform and observe the covenants and agreements
contained  herein shall be absolute  and  unconditional  in all events,  without
abatement,  diminution,  deduction,  setoff or defense for any reason, including
(without  limitation) any failure of the Equipment to be delivered or installed,
any defects,  malfunctions,  breakdowns or  infirmities  in the Equipment or any
accident, condemnation, destruction or unforeseen circumstances. Notwithstanding
any dispute between Borrower and any of Issuer,  Lender, any Vendor or any other
person,  Borrower  shall make all Loan  Payments when due and shall not withhold
any Loan Payments pending final  resolution of such dispute,  nor shall Borrower
assert any right of set-off or counterclaim  against its obligation to make such
payments required under this Agreement.

         Section 2.07. PREPAYMENTS . (a) Borrower may, in its discretion, prepay
the Loan in whole at any time after the third  anniversary of the date hereof by
paying the applicable Prepayment Amount.

         (b) Borrower  shall prepay the Loan and the Bond in whole or in part at
any time  pursuant  to  Article IX hereof by paying  the  applicable  Prepayment
Amount.

         (c)  Borrower  shall  prepay the Loan and the Bond in full  immediately
upon demand of Lender after the  occurrence of an Event of Default by paying the
applicable  Prepayment  Amount.  A portion of such  prepayment  may be made with
funds remaining in the Escrow Fund pursuant to the Escrow Agreement.

         (d)  Borrower  shall  prepay the Loan and the Bond in full  immediately
upon demand of Lender after the occurrence of a  Determination  of Taxability by
paying the applicable  Prepayment  Amount plus an amount necessary to supplement
the prior Loan Payments to the Gross-Up Rate.


<PAGE>


         (e) The  amounts  due  hereunder  shall be repaid,  and the amounts due
under the Bond shall be paid,  in part with funds  remaining  in the Escrow Fund
upon  termination  of the Escrow  Agreement as provided in Sections  2.03 of the
Escrow  Agreement,  and, if less than 80% of the amount  deposited in the Escrow
Fund has been  disbursed  pursuant  to the  Escrow  Agreement,  together  with a
prepayment premium calculated at the percentage used to determine the Prepayment
Amount at the date of such prepayments.

         Upon any  prepayment in part of the Loan and the Bond,  the  prepayment
shall be applied to the Loan  Payments  and any other  amounts due  hereunder as
determined by Lender.

                                   ARTICLE III

                              CONDITIONS PRECEDENT

         Lender's agreement to make the loan to Issuer hereunder and to disburse
the Loan Proceeds shall be subject to the condition  precedent that Lender shall
have received all of the following,  each in form and substance  satisfactory to
Lender:


                             Exhibit 10.18.14 - 12

<PAGE>


         (a) This Agreement, properly executed on behalf of Issuer and Borrower,
and each of the Exhibits hereto properly completed.

         (b) The Bond, properly executed on behalf of Issuer.

         (c) The Tax Regulatory Agreement, properly executed on behalf of Issuer
and Borrower.

         (d) The Escrow  Agreement,  properly  executed  on behalf of  Borrower,
Issuer, Lender and Escrow Agent.

         (e)  The  Guaranty   Agreement  properly  executed  on  behalf  of  the
Guarantor.

         (f) A  certificate  of  the  Secretary  or an  Assistant  Secretary  of
Borrower,  certifying  as to (i)  the  resolutions  of the  board  of  directors
authorizing  the  execution,  delivery and  performance of this  Agreement,  the
Escrow  Agreement and the Tax  Regulatory  Agreement and any related  documents,
(ii) the by laws of Borrower, and (iii) the signatures of the officers or agents
of  Borrower  authorized  to execute  and  deliver  this  Agreement,  the Escrow
Agreement and the Tax Regulatory Agreement and other instruments, agreements and
certificates on behalf of Borrower.

         (g)  Currently  certified  copies of the Articles of  Incorporation  of
Borrower.

         (h) A  Certificate  of  Good  Standing  issued  as to  Borrower  by the
Secretary of State of the State of  Borrower's  incorporation  not more than ten
(10) days prior to the date hereof and Tax Good Standing  Certificate  issued by
the Division of Taxation of the State of Rhode Island.

         (i) A  certificate  of  the  Secretary  or an  Assistant  Secretary  of
Guarantor,  certifying  as to (i) the  resolutions  of the  board  of  directors
authorizing  the  execution,  delivery and  performance  of the Guaranty and any
related  documents,  (ii) the by laws of Guarantor,  and (iii) the signatures of
the  officers  or agents of  Guarantor  authorized  to execute  and  deliver the
Guaranty  and  other  instruments,  agreements  and  certificates  on  behalf of
Guarantor.

         (j)  Currently  certified  copies of the Articles of  Incorporation  of
Guarantor.

         (k) A  Certificate  of Good  Standing  issued  as to  Guarantor  by the
Secretary of State of the state of  Guarantor's  organization  not more than ten
(10) days prior to the date hereof.

         (l)  Certificates  of the insurance  required  hereunder,  containing a
lender's loss payable clause or endorsement in favor of Lender.

         (m) A completed  and executed  Form 8038 or evidence of filing  thereof
with the Secretary of Treasury.

         (n) A resolution  or evidence of other  official  action taken by or on
behalf of Issuer to authorize the transactions contemplated hereby.

         (o) Evidence that the issuance of the Bond for the purpose of financing
of the Equipment has been approved by the "applicable elected representative" of
Issuer after a public hearing held upon reasonable notice.


                             Exhibit 10.18.14 - 13
<PAGE>


         (p) As  applicable,  financing  statements  authorized by Borrower,  as
debtor, and naming Issuer, as secured party, and Lender, as assignee, and/or the
original certificate of title or manufacturer's  certificate of origin and title
application if any of the Equipment is subject to certificate of title laws.

         (q) Financing  statements  authorized by Issuer, as debtor,  and naming
Lender, as secured party.

         (r) Current searches of appropriate  filing offices showing that (i) no
state or  federal  tax liens  have  been  filed  and  remain  in effect  against
Borrower,  (ii) no  financing  statements  have been  filed and remain in effect
against  Borrower  relating to the Equipment  except those financing  statements
filed by Lender,  (iii) Lender has duly filed all financing statements necessary
to perfect the security  interest  created  pursuant to this  Agreement and (iv)
Lender has duly filed all financing statements necessary to perfect the transfer
of Issuer's interest in this Agreement and the Loan Payments.

         (s) An opinion  of counsel to  Borrower  and  Guarantor,  addressed  to
Lender and Issuer, in the form attached hereto as Exhibit C.

         (t) An  opinion  of bond  counsel,  addressed  to  Lender,  in form and
substance acceptable to Lender.

         (u) An opinion  of  Israeli  counsel,  in the form  attached  hereto as
Exhibit G.

         (v) A form of  certificate  of  chief  financial  officer,  in the form
attached hereto as Exhibit H.

         (w) Payment of Lender's  fees,  commissions  and  expenses  required by
Section 12.01 hereof.

         (x) Payment of Issuer's  fees,  commissions  and  expenses  incurred in
connection with this Agreement and the transactions contemplated hereby.

         (y) Any  other  documents  or items  reasonably  required  by Lender in
connection herewith.

         Lender's  agreement to make the loan to Issuer  hereunder,  to disburse
the Loan Proceeds and to consider  approval of any disbursement  from the Escrow
Fund shall be  subject  to the  further  conditions  precedent  that on the date
thereof:

         (aa)  Lender  shall  have  received  each of the items  required  for a
disbursement pursuant to the Escrow Agreement;

         (bb) Lender shall have received in form and substance  satisfactory  to
Lender Vendor  invoice(s)  and/or bill(s) of sale relating to the Equipment and,
if such  invoices  have been paid by Issuer or  Borrower,  evidence  of  payment
thereof  and,  if  applicable,  evidence of official  intent to  reimburse  such
payment as required by the Code;

         (cc) the representations and warranties  contained in Articles IV and V
hereof  are  correct  in all  material  respects  on and as of the  date of such
disbursement  as though  made on and as of such date,  except to the extent that


                             Exhibit 10.18.14 - 14
<PAGE>


such representations and warranties relate solely to an earlier date; and

         (dd) no event has occurred and is continuing, or would result from such
loan to Issuer or the Loan which constitutes a Default, an Event of Default or a
Determination of Taxability.

         ARTICLE IVREPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER

         Issuer represents, warrants and covenants for the benefit of Lender and
Borrower, as follows:

         (a) Issuer is a public corporation and governmental agency of the State
duly created and validly existing under the Constitution and laws of the State.

         (b) Issuer will  exercise its best efforts to preserve and keep in full
force and effect its existence as a body corporate and agency of the State.

         (c) Issuer is authorized  under the  Constitution and laws of the State
to issue the Bond and to enter into this Agreement,  the Escrow  Agreement,  the
Tax Regulatory Agreement and the transactions contemplated hereby and to perform
all of its obligations hereunder.

         (d)  Issuer  has  duly  authorized  the  issuance  of the  Bond and the
execution  and  delivery of this  Agreement,  the Escrow  Agreement  and the Tax
Regulatory  Agreement  under the terms and  provisions of the  resolution of its
governing  body  or  by  other  appropriate   official  approval,   and  further
represents,  covenants  and  warrants  that all  requirements  have been met and
procedures have occurred in order to ensure the enforceability of the Bond, this
Agreement, the Escrow Agreement and the Tax Regulatory Agreement against Issuer,
and  Issuer  has  complied  with  such  public  bidding  requirements  as may be
applicable to the Bond, this Agreement,  the Escrow Agreement and the Equipment.
Issuer has taken all necessary  action and has complied  with all  provisions of
the Act, including but not limited to the making of the findings required by the
Act, required to make the Bond, this Agreement, the Escrow Agreement and the Tax
Regulatory Agreement the valid and binding obligation of Issuer.

         (e) The officer of Issuer  executing the Bond,  this  Agreement and any
related  documents has been duly authorized to issue the Bond and to execute and
deliver this Agreement,  the Escrow  Agreement and the Tax Regulatory  Agreement
and such related  documents  under the terms and  provisions  of a resolution of
Issuer's governing body, or by other appropriate official action.

         (f)  The  Bond,  this  Agreement,  the  Escrow  Agreement  and  the Tax
Regulatory  Agreement  are  legal,  valid and  binding  obligations  of  Issuer,
enforceable  in accordance  with their  respective  terms,  except to the extent
limited by  bankruptcy,  reorganization  or other  laws of  general  application
relating to or affecting the enforcement of creditors' rights.

         (g)  Issuer  has  assigned  to  Lender  all of  Issuer's  rights in the
Equipment  and this  Agreement  (except  any  indemnification  payable to Issuer
pursuant to Section  7.06  hereof,  notice to Issuer  pursuant to Section  12.03
hereof and its right to receive reimbursement for costs and expenses pursuant to
Section  12.01A  hereof)  including the assignment of all rights in the security
interest in the Equipment granted to Issuer by Borrower.


                             Exhibit 10.18.14 - 15
<PAGE>


         (h) Issuer will not pledge,  mortgage or assign this  Agreement  or its
duties and obligations  hereunder to any person, firm or corporation,  except as
provided under the terms hereof.

         (i) None of the issuance of the Bond or the  execution  and delivery of
this  Agreement,  the Escrow  Agreement  or the Tax  Regulatory  Agreement,  the
consummation of the  transactions  contemplated  hereby or the fulfillment of or
compliance with the terms and conditions of the Bond, this Agreement, the Escrow
Agreement or the Tax Regulatory Agreement violates any law, rule,  regulation or
order, conflicts with or results in a breach of any of the terms,  conditions or
provisions of any  restriction or any agreement or instrument to which Issuer is
now a party or by which it is bound or  constitutes  a default  under any of the
foregoing  or results in the  creation or  imposition  of any  prohibited  lien,
charge or  encumbrance  of any nature  whatsoever  upon any of the  property  or
assets of Issuer under the terms of any instrument or agreement.

         (j)  There  is  no  action,   suit,   proceeding,   claim,  inquiry  or
investigation,  at law or in equity, before or by any court,  regulatory agency,
public board or body pending or, to the best of Issuer's  knowledge,  threatened
against or affecting Issuer, challenging Issuer's authority to issue the Bond or
to enter  into  this  Agreement,  the  Escrow  Agreement  or the Tax  Regulatory
Agreement or any other action  wherein an  unfavorable  ruling or finding  would
adversely  affect the  enforceability  of the Bond, this  Agreement,  the Escrow
Agreement or the Tax  Regulatory  Agreement or any other  transaction  of Issuer
which is similar hereto,  or the exclusion of the Interest from gross income for
federal tax purposes under the Code, or would  materially  and adversely  affect
any of the transactions contemplated by this Agreement.

         (k) Issuer will submit or cause to be submitted to the Secretary of the
Treasury a Form 8038 (or other information  reporting statement) at the time and
in the form required by the Code.

         (l) The issuance of the Bond for the purpose of financing the Equipment
has been  approved by the  "applicable  elected  representative"  (as defined in
Section  147(f)  of the  Code)  of  Issuer  after a  public  hearing  held  upon
reasonable notice.

         (m)  Issuer  will  comply  fully at all times  with the Tax  Regulatory
Agreement,  and Issuer  will not take any  action,  or omit to take any  action,
which,  if taken or omitted,  respectively,  would  violate  the Tax  Regulatory
Agreement.

         (n) Issuer will take no action that would cause the  Interest to become
includable  in gross  income  for  federal  income tax  purposes  under the Code
(including,   without  limitation,   intentional  acts  under  Treas.  Reg.  ss.
1.148-2(c)  or  consenting  to a deliberate  action within the meaning of Treas.
Reg.  ss.  1.141-2(d)),  and  Issuer  will  take and will  cause  its  officers,
employees and agents to take all  affirmative  actions  legally within its power
necessary to ensure that the Interest does not become includable in gross income
of the  recipient  for federal  income tax purposes  under the Code  (including,
without  limitation,  the  calculation  and  payment of any rebate  required  to
preserve such exclusion).



                             Exhibit 10.18.14 - 16
<PAGE>


                                    ARTICLE V

              REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER

         Borrower  represents,  warrants and covenants for the benefit of Lender
and Issuer, as follows:

         (a) Borrower is a corporation  duly organized,  validly existing and in
good  standing  under the laws of the State of  Israel,  has power to enter into
this  Agreement  and by proper  action has duly  authorized  the  execution  and
delivery  of this  Agreement,  the  Escrow  Agreement  and  the  Tax  Regulatory
Agreement.  Borrower is in good  standing  and is duly  licensed or qualified to
transact business in the State and in all jurisdictions  where the failure to be
so licensed or qualified would have a material  adverse effect on the Borrower's
business or prospects.

         (b)  Borrower  has been fully  authorized  to execute and deliver  this
Agreement, the Escrow Agreement and the Tax Regulatory Agreement under the terms
and  provisions  of the  resolution  of its  board  of  directors,  or by  other
appropriate  official approval,  and further represents,  covenants and warrants
that all  requirements  have been met, and procedures  have occurred in order to
ensure the  enforceability  of this Agreement,  the Escrow Agreement and the Tax
Regulatory  Agreement  and this  Agreement,  the  Escrow  Agreement  and the Tax
Regulatory Agreement have been duly authorized, executed and delivered.

         (c) The  President of Borrower  executing  this  Agreement,  the Escrow
Agreement and the Tax  Regulatory  Agreement and any related  documents has been
duly authorized to execute and deliver this Agreement,  the Escrow Agreement and
the Tax  Regulatory  Agreement  and such related  documents  under the terms and
provisions of a resolution of Borrower.

         (d)  This  Agreement,  the  Escrow  Agreement  and the  Tax  Regulatory
Agreement   constitute  valid  and  legally  binding  obligations  of  Borrower,
enforceable  against Borrower in accordance with their respective terms,  except
to the extent  limited by  bankruptcy,  reorganization  or other laws of general
application relating to effecting the enforcement of creditors' rights.

         (e) The execution and delivery of this Agreement,  the Escrow Agreement
and  the  Tax  Regulatory  Agreement,   the  consummation  of  the  transactions
contemplated  hereby and the  fulfillment of the terms and conditions  hereof do
not and will not violate any law,  rule,  regulation or order,  conflict with or
result  in a  breach  of any of the  terms  or  conditions  of the  articles  of
incorporation  or by laws of Borrower or of any  restriction or of any agreement
or  instrument  to  which  Borrower  is now a  party  and do not  and  will  not
constitute  a default  under any of the  foregoing  or result in the creation or
imposition of any liens,  charges or  encumbrances of any nature upon any of the
property  or assets of  Borrower  contrary  to the  terms of any  instrument  or
agreement.

         (f) The  authorization,  execution,  delivery and  performance  of this
Agreement by Borrower do not require submission to, approval of, or other action
by any  governmental  authority  or agency,  which  action with  respect to this
Agreement has not been taken and which is final and nonappealable.

         (g)  There  is  no  action,   suit,   proceeding,   claim,  inquiry  or
investigation,  at law or in equity, before or by any court,  regulatory agency,
public board or body pending or, to the best of Borrower's knowledge, threatened
against or affecting Borrower,  challenging  Borrower's  authority to enter into


                             Exhibit 10.18.14 - 17
<PAGE>


this  Agreement,  the Escrow  Agreement or the Tax  Regulatory  Agreement or any
other action wherein an unfavorable ruling or finding would adversely affect the
enforceability  of this  Agreement,  the Escrow  Agreement or the Tax Regulatory
Agreement or any other  transaction of Borrower which is similar hereto,  or the
exclusion of the Interest  from gross income for federal tax purposes  under the
Code, or would materially and adversely affect the financial condition, business
or  properties  of  borrower  or any of the  transactions  contemplated  by this
Agreement.

         (h) The property at which the  Equipment  is located is properly  zoned
for its  current  and  anticipated  use and the use of the  Equipment  will  not
violate  any  applicable  zoning,  land use,  environmental  or  similar  law or
restriction.  Borrower  has all  licenses  and  permits  to use  the  Equipment.
Borrower has obtained all permits,  licenses and other  authorizations which are
required under federal, state and local laws relating to emissions,  discharges,
releases of pollutants,  contaminants,  hazardous or toxic materials,  or wastes
into ambient air, surface water,  ground water or land, or otherwise relating to
the manufacture,  processing,  distribution,  use, treatment, storage, disposal,
transport  or  handling  of  pollutants,  contaminants  or  hazardous  or  toxic
materials  or wastes  ("Environmental  Laws")  at  Borrower's  facilities  or in
connection with the operation of its facilities.  Borrower and all activities of
Borrower at its facilities comply with all Environmental Laws and with all terms
and conditions of any required permits,  licenses and authorizations  applicable
to  Borrower  with  respect  thereto.  Borrower is also in  compliance  with all
limitations,  restrictions,  conditions, standards, prohibitions,  requirements,
obligations,  schedules  and  timetables  contained  in  Environmental  Laws  or
contained in any plan,  order,  decree,  judgment or notice of which Borrower is
aware.  Borrower  is not aware of,  nor has  Borrower  received  notice  of, any
events, conditions, circumstances,  activities, practices, incidents, actions or
plans which may interfere with or prevent  continued  compliance  with, or which
may give rise to any liability under, any Environmental Laws.

         (i)  The  Equipment  is of the  type  authorized  and  permitted  to be
financed with the proceeds of the Bond pursuant to the Act.

         (j) Borrower  owns or will own the Equipment and intends to operate the
Equipment,  or cause the  Equipment to be operated,  as a "Project,"  within the
meaning of the Act,  until the date on which all of the Loan  Payments have been
fully paid or the applicable Prepayment Amount has been fully paid.

         (k) Borrower  will not take any action that would cause the Interest to
become  includable  in gross  income of the  recipient  for  federal  income tax
purposes under the Code (including,  without limitation,  intentional acts under
Treas.  Reg. ss.  1.148-2(c) or  deliberate  action within the meaning of Treas.
Reg.  ss.  1.141-2(d)),  and  Borrower  will take and will  cause its  officers,
employees and agents to take all  affirmative  actions  legally within its power
necessary to ensure that the Interest does not become includable in gross income
of the  recipient  for federal  income tax purposes  under the Code  (including,
without  limitation,  the  calculation  and  payment of any rebate  required  to
preserve such exclusion).

         (l) Borrower has heretofore  furnished to Lender the compiled financial
statement  of Borrower  for its fiscal  years ended  December  31, 1999  through
December 31, 2001, the  management-prepared  financial statement of Borrower for
the six (6) months ended June 30, 2001 and June 30, 2002,  and those  statements
fairly  present the  financial  condition of Borrower and Guarantor on the dates
thereof and the results of their  operations and cash flows for the periods then
ended  and were  prepared  in  accordance  with  generally  accepted  accounting
principles.  Since the date of the most recent financial  statements,  there has
been no  material  adverse  change  in the  business,  properties  or  condition


                             Exhibit 10.18.14 - 18
<PAGE>


(financial or otherwise) of Borrower or the Guarantor.

         (m)  Borrower  has paid or caused to be paid to the proper  authorities
when due all  federal,  state and local  taxes  required  to be  withheld by it.
Borrower has filed all federal,  state and local tax returns  which are required
to be filed, and Borrower has paid or caused to be paid to the respective taxing
authorities all taxes as shown on said returns or on any assessment  received by
it to the extent such taxes have become due.

         (n) Borrower has or will have good and absolute  title to all Equipment
and all proceeds thereof,  free and clear of all mortgages,  security interests,
liens and encumbrances except for the security interest created pursuant to this
Agreement.

         (o) All  financial  and other  information  provided to Lender by or on
behalf  of  Borrower  in  connection  with  Borrower's   request  for  the  Loan
contemplated  hereby is true and  correct in all  material  respects  and, as to
projections,  valuations or pro forma financial statements, present a good faith
opinion as to such projections, valuations and pro forma condition and results.

         (p)  Borrower  has  authorized  Lender  to  file  financing  statements
sufficient when filed to perfect the security  interest created pursuant to this
Agreement.  When  such  financing  statements  are  filed in the  offices  noted
therein, Lender, as assignee of Issuer and holder of the Bond, will have a valid
and perfected  security interest in the Equipment,  subject to no other security
interest,  assignment,  lien or  encumbrance.  None of the  Equipment is or will
become a fixture on real estate. None of the Equipment constitutes a replacement
of,  substitution for or accessory to any property of Borrower subject to a lien
of any kind.  Borrower leases the real property upon which the Equipment will be
located subject to no liens or encumbrances of any kind.

         (q) Upon  delivery and  installation  of the  Equipment,  Borrower will
provide to Issuer and Lender a completed and executed copy of the Certificate of
Acceptance attached hereto as Exhibit B.

         (r) Borrower will aid and assist Issuer in  connection  with  preparing
and submitting to the Secretary of the Treasury a Form 8038 (or other applicable
information  reporting  statement)  at the time and in the form  required by the
Code.

         (s)  Borrower  will comply  fully at all times with the Tax  Regulatory
Agreement,  and Borrower  will not take any action,  or omit to take any action,
which,  if taken or omitted,  respectively,  would  violate  the Tax  Regulatory
Agreement.

         (t)  Expenses  for work done by  officers or  employees  of Borrower in
connection  with the Equipment  will be included as an  Acquisition  Cost, if at
all,  only to the extent (i) such  persons were  specifically  employed for such
particular purpose,  (ii) the expenses do not exceed the actual cost thereof and
(iii) such expenses are treated or capable of being  treated  (whether or not so
treated) on the books of Borrower as a capital  expenditure  in conformity  with
generally accepted accounting principles applied on a consistent basis.

         (u) Any costs  incurred with respect to that part of the Equipment paid
from the Loan Proceeds shall be treated or capable of being treated on the books
of  Borrower as capital  expenditures  in  conformity  with  generally  accepted
accounting principles applied on a consistent basis.


                             Exhibit 10.18.14 - 19
<PAGE>


         (v) No part of the Loan Proceeds  will be used to finance  inventory or
rolling  stock or will be used for working  capital or to finance any other cost
not constituting an Acquisition Cost.

         (w) No person other than  Borrower is in occupancy or possession of any
portion of the real property where the Equipment is located.

         (x) The Equipment is property of the character subject to the allowance
for depreciation under Section 167 of the Code.

         (y) The Borrower has received proper State Wide Planning approval prior
to the date of this Agreement.

                                   ARTICLE VI

                     TITLE TO EQUIPMENT; SECURITY INTEREST

         Section 6.01. TITLE TO EQUIPMENT . Legal title to the Equipment and any
and all repairs, replacements, substitutions and modifications to such Equipment
shall be in Borrower.  Borrower will at all times protect and defend, at its own
cost and  expense,  its  title  from and  against  all  claims,  liens and legal
processes of creditors of Borrower, and keep all Equipment free and clear of all
such claims, liens and processes.

         Section  6.02.  SECURITY  INTEREST  IN  EQUIPMENT . This  Agreement  is
intended to  constitute  a security  agreement  within the meaning of the UCC or
other applicable law. As security for Borrower's  payment to Lender, as assignee
of Issuer,  of Loan Payments and all other amounts payable to Lender  hereunder.
Borrower  hereby  grants to Issuer,  and  Issuer  hereby  assigns  to Lender,  a
security  interest  constituting  a first lien,  security  interest,  pledge and
senior first priority  specific  charge on: (A) the  Equipment,  (B) all general
intangibles and other property  relating  thereto,  (C) all warehouse  receipts,
bills of lading and other  documents of title now or  hereafter  covering any of
the foregoing property,  (D) all securities,  funds, moneys,  deposits and other
property at any time held in or subject to the Escrow Fund,  (E) all  accessions
thereto, (F) all accessories,  attachments,  parts, equipment and repairs now or
hereafter  attached or affixed or used in  connection  with any of the foregoing
property,  (G) all  substitutions  for  any of the  foregoing  property  and (H)
products  and proceeds of any of the  foregoing  property.  Borrower  authorizes
Lender,  and hereby grants Lender a power of attorney  (which is coupled with an
interest),  to file financing  statements and amendments  thereto describing the
Equipment and containing any other information required by the applicable UCC or
other applicable law and all proper terminations of the filings of other secured
parties with respect to the Equipment,  in such form and substance as Lender, in
its sole  discretion,  may determine.  Issuer and Borrower agree to execute such
additional  documents,   including  financing   statements,   deeds  of  charge,
assignments,  affidavits,  notices and similar instruments, in form satisfactory
to Lender, and take such other actions that Lender reasonably deems necessary or
appropriate  to establish  and maintain  the security  interest  created by this
Section,  and Issuer and Borrower  hereby  designate and appoint Lender as their
agent,  and  grant to  Lender a power of  attorney  (which  is  coupled  with an
interest), to execute on behalf of Issuer and Borrower, as the case may be, such
additional  documents  and to take such other  actions.  If requested by Lender,
Borrower  shall  obtain a landlord  and/or  mortgagee's  consent and waiver with
respect to the property where the Equipment is located.  Borrower  hereby waives
any right that Borrower may have to file with the applicable  filing officer any
financing  statement,  amendment,  termination or other record pertaining to the
Equipment and/or Lender's  interest  therein.  If requested by Lender,  Borrower
shall  conspicuously  mark the Equipment with appropriate  lettering,  labels or
tags, and maintain such markings,  so as clearly to disclose  Lender's  security
interest in the Equipment.


                             Exhibit 10.18.14 - 20
<PAGE>


         Section 6.03. CHANGE IN NAME OR CORPORATE STRUCTURE OF BORROWER; CHANGE
IN  LOCATION  OF  BORROWER'S  PRINCIPAL  PLACE OF  BUSINESS .  Borrower's  chief
executive  office  is  located  at the  address  set  forth  above,  and  all of
Borrower's  records  relating to its business and the Equipment are kept at such
location.  Borrower hereby agrees to provide written notice to Lender and Issuer
of any change or  proposed  change in its name,  corporate  structure,  place of
business or chief executive  office or change or proposed change in the location
of the Equipment.  Such notice shall be provided  thirty (30) days in advance of
the date that such change or proposed change is planned to take effect. Borrower
does  business,  and has done  business,  only  under its own name and the trade
names, if any, set forth on the execution page hereof.

         Section 6.04.  LIENS AND  ENCUMBRANCES  TO TITLE . Borrower  shall not,
directly or indirectly,  create,  incur, assume or suffer to exist any mortgage,
deed of trust, pledge, lien, charge, encumbrance or claim (together, "Liens") on
or with  respect to the  Equipment  or on or with  respect to the real  property
where the Equipment will be located other than the  respective  rights of Lender
and Issuer as herein provided;  PROVIDED,  HOWEVER,  Borrower may create, incur,
assume or suffer to exist a mortgage,  deed of trust or similar lien on the real
property where the Equipment will be located if Borrower  provides Lender with a
mortgagee's waiver or similar waiver in form and substance acceptable to lender.
Borrower  shall  promptly,  at its  own  expense,  take  such  action  as may be
necessary  to  discharge  or remove  any such Lien or to provide  Lender  with a
mortgagee's  waiver or similar waiver.  Borrower shall reimburse  Lender for any
expenses  incurred by Lender to  discharge  or remove any Lien or for  obtaining
such waiver.









                             Exhibit 10.18.14 - 21
<PAGE>


         Section  6.05.  PERSONAL  PROPERTY . The parties  hereby agree that the
Equipment  is, and during the period  this  Agreement  is in force will  remain,
personal property and, when subjected to use by Borrower hereunder,  will not be
or become fixtures;  PROVIDED,  HOWEVER, that if contrary to the parties' intent
the Equipment is or may be deemed to be a fixture,  Borrower shall cause filings
to be made with the applicable  government officials or filing offices to create
and  preserve  for  Lender as  assignee  of Issuer a  perfected  first  priority
security interest in the Equipment.

         Section 6.06. ASSIGNMENT OF INSURANCE . As additional security (but not
as  an  absolute  transfer)  for  the  payment  and  performance  of  Borrower's
obligations hereunder, Borrower hereby assigns to Lender, as assignee of Issuer,
any and all moneys  (including,  without  limitation,  proceeds of insurance and
refunds of unearned  premiums) due or to become due under,  and all other rights
of Borrower  with respect to, any and all  policies of  insurance  now or at any
time  hereafter  covering the Equipment or any evidence  thereof or any business
records or valuable papers pertaining  thereto,  and Borrower hereby directs the
issuer of any such  policy to pay all such moneys  directly to Lender.  Borrower
hereby  assigns to Lender,  as assignee of Issuer,  any and all moneys due or to
become due with respect to any condemnation  proceeding affecting the Equipment.
At any time,  whether  before or after the  occurrence  of any Event of Default,
Lender may (but need not), in Lender's name or in Borrower's  name,  execute and
deliver  proof of claim,  receive  all such  moneys,  endorse  checks  and other
instruments   representing  payment  of  such  moneys,  and  adjust,   litigate,
compromise  or release any claim  against the issuer of any such policy or party
in any condemnation proceeding.

         Section 6.07.  OCCUPANCY.  (a) Borrower  hereby  irrevocably  grants to
Lender the right to occupy the  property  where the  Equipment  is located  (the
"Premises") at any time after the  occurrence  and during the  continuance of an
Event of Default.

         (b)  Lender  may  occupy  the  Premises  only  to  hold,  sell,  store,
liquidate,  realize upon or  otherwise  dispose of the  Equipment  and for other
purposes  that  Lender  may in good  faith  deem  to be  related  or  incidental
purposes.

         (c) The  right of  Lender  to  occupy  the  Premises  shall  cease  and
terminate  upon  the  earlier  of (i)  payment  in  full  and  discharge  of all
obligations of Borrower and Issuer hereunder, and (ii) final sale or disposition
of all of the Equipment and delivery of all such Equipment to purchasers.

         (d) Lender  shall not be  obligated  to pay or account  for any rent or
other  compensation  for the  occupancy of the  Premises.  Borrower will pay, or
reimburse Lender for, all taxes, fees, duties,  levies,  charges and expenses at
any time  incurred  by or  imposed  upon  Lender  by  reason  of the  execution,
delivery, existence, recordation, performance or enforcement of this Section.

         Section  6.08.  AGREEMENT  AS  FINANCING  STATEMENT  .  To  the  extent
permitted by applicable  law, a carbon,  photographic  or other  reproduction of
this  Agreement or of any financing  statements  signed by signed by Borrower is
sufficient  as a  financing  statement  in any  state to  perfect  the  security
interests granted in this Agreement.


                             Exhibit 10.18.14 - 22
<PAGE>


                                   ARTICLE VII

                       AFFIRMATIVE COVENANTS OF BORROWER

         So long as the Loan shall remain unpaid,  Borrower will comply with the
following requirements:

         Section 7.01. REPORTING  REQUIREMENTS . Borrower will deliver, or cause
to be  delivered,  to Lender each of the  following,  which shall be in form and
detail acceptable to Lender:

         (a) as soon as  available,  and in any event within one hundred  twenty
(120) days after the end of each fiscal year of Borrower and the Guarantors, the
compiled  financial  statements  of the  Borrower  and the  Guarantors  with the
compilation  report of  independent  certified  public  accountants  of national
standing  selected  by  Borrower  stating  that such  compilation  is limited to
presenting   in  form  of   financial   statements   information   that  is  the
representation of management and that, during such compilation,  the accountants
did  not  become  aware  of  a  departure  from  generally  accepted  accounting
principles, which annual financial statements shall include the balance sheet of
the  Borrower  and the  Guarantors  as at the end of such  fiscal  year  and the
related  statements of income,  retained earnings and cash flows of the Borrower
and the Guarantors for the fiscal year then ended, all in reasonable  detail and
prepared in accordance with generally accepted accounting  principles,  together
with a certificate of the chief financial officer of Borrower and the Guarantors
stating (x) that such financial statements have been prepared in accordance with
generally accepted accounting principles; (y) whether such officer has knowledge
of the occurrence of any Default or Event of Default  hereunder or fact or facts
which may result in such a Default or Event of Default during the succeeding one
hundred  twenty (120) days and, if so,  stating in  reasonable  detail the facts
with  respect  thereto,  and (z) all  relevant  facts in  reasonable  detail  to
evidence,  and the computations as to whether Borrower is in compliance with the
requirements set forth in Sections 7.09 and 7.10 hereof;

         (b) as soon as available and in any event within ninety (90) days after
the end of the first three fiscal  quarters of Borrower and the  Guarantors,  an
unaudited  balance  sheet and  statement of income and retained  earnings of the
Borrower and the  Guarantors  as of the end of and for such fiscal  quarter then
ended, in reasonable  detail and stating in comparative form the figures for the
corresponding  date and periods in the previous year, all prepared in accordance
with  generally  accepted  accounting  principles  and  certified  by the  chief
financial  officer of Borrower  and the  Guarantors,  subject to year-end  audit
adjustments;  and  accompanied by a certificate of that officer stating (i) that
such  financial  statements  have been  prepared in  accordance  with  generally
accepted accounting  principles,  (ii) whether or not such officer has knowledge
of the occurrence of any Default or Event of Default  hereunder not  theretofore
reported  and  remedied  or fact or facts  which may result in such a Default or
Event of Default during the succeeding one hundred twenty (120) days and, if so,
stating  in  reasonable  detail the facts with  respect  thereto,  and (iii) all
relevant  facts in reasonable  detail to evidence,  and the  computations  as to
whether  Borrower is in compliance with the  requirements  set forth in Sections
7.09 and 7.10 hereof;

         (c) immediately  after the commencement  thereof,  notice in writing of
all  litigation and of all  proceedings  before any  governmental  or regulatory
agency  affecting  Borrower of the type  described  in Article V hereof or which
seek an uninsured monetary recovery against Borrower in excess of $100,000;

         (d) as  promptly as  practicable  (but in any event not later than five
(5)  Business  Days)  after an  officer of  Borrower  obtains  knowledge  of the
occurrence  of any  event  that  constitutes  a Default  or an Event of  Default


                             Exhibit 10.18.14 - 23
<PAGE>


hereunder,  notice of such occurrence,  together with a detailed  statement by a
responsible officer of Borrower of the steps being taken by Borrower to cure the
effect of such Default or Event of Default;

         (e) promptly upon obtaining  actual  knowledge  thereof,  notice of any
loss or  destruction  of or damage to any  Equipment or of any material  adverse
change in any Equipment;

         (f)  promptly  after  the  amending  thereof,  copies  of any  and  all
amendments to its articles of  incorporation or by laws that changes the name of
Borrower;

         (g)  promptly  upon  knowledge  thereof,  notice  of the  violation  by
Borrower of any law,  rule or  regulation  the  violation  of which would have a
material adverse effect on Borrower's financial or operational condition;

         (h)  within 30 days of  request by  Lender,  evidence  satisfactory  to
Lender that Borrower has complied with the capital  expenditure  limitations  of
Code Section 144(a)(4); and

         (i) promptly upon  knowledge  thereof,  notice of any material  adverse
change in the financial or operating condition of Borrower.

         Section 7.02. BOOKS AND RECORDS;  INSPECTION AND EXAMINATION . Borrower
will keep  accurate  books of record and  account for itself  pertaining  to the
Equipment and pertaining to Borrower's business and financial condition and such
other matters as Lender may from time to time request in which true and complete
entries will be made in accordance with generally accepted accounting principles
consistently  applied  and  will  permit  any  officer,  employee,  attorney  or
accountant for Lender to audit,  review, make extracts from, or copy any and all
company and  financial  books,  records and  properties of Borrower at all times
during ordinary  business hours, and to discuss the affairs of Borrower with any
of its members,  officers,  employees or agents. Borrower will permit Lender, or
its employees, accountants,  attorneys or agents, to examine and copy any or all
of its  records and to examine  and  inspect  the  Equipment  at any time during
Borrower's business hours.

         Section 7.03. COMPLIANCE WITH LAWS;  ENVIRONMENTAL INDEMNITY . Borrower
will (a) comply with the  requirements of applicable laws and  regulations,  the
noncompliance  with which would  materially and adversely affect its business or
its financial condition,  (b) comply with all applicable  Environmental Laws and
regulations and obtain any permits,  licenses or similar  approvals  required by
any  such  laws or  regulations  and (c) use and keep  the  Equipment,  and will
require  that  others  use and keep the  Equipment,  only for  lawful  purposes,
without  violation of any  federal,  state or local law,  statute or  ordinance.
Borrower  shall  secure all  permits and  licenses,  if any,  necessary  for the
installation  and  operation  of the  Equipment.  Borrower  shall  comply in all
respects  (including,  without limitation,  with respect to the use, maintenance
and operation of each item of the Equipment) with all laws of the  jurisdictions
in which its  operations  involving any component of Equipment may extend and of
any legislative, executive, administrative or judicial body exercising any power
or jurisdiction  over the items of the Equipment or its interest or rights under
this Agreement.  Borrower will  indemnify,  defend and hold Lender harmless from
and against any claims,  loss or damage to which  Lender may be  subjected  as a
result of any  past,  present  or  future  existence,  use,  handling,  storage,
transportation  or  disposal  of any  hazardous  waste  or  substance  or  toxic
substance by Borrower or on property  owned,  leased or  controlled by Borrower.
This indemnification shall survive the termination of this Agreement and payment
of the indebtedness hereunder and under the Bond.


                             Exhibit 10.18.14 - 24
<PAGE>


         Section 7.04.  PAYMENT OF TAXES AND OTHER CLAIMS . Borrower will pay or
discharge,  when due, (a) all taxes, assessments and governmental charges levied
or imposed upon it or upon its income or profits,  upon any properties belonging
to it  (including,  without  limitation,  the  Equipment) or upon or against the
creation, perfection or continuance of the security interest created pursuant to
this  Agreement,  prior to the date on which penalties  attach thereto,  (b) all
federal, state and local taxes required to be withheld by it, and (c) all lawful
claims for labor, materials and supplies which, if unpaid, might by law become a
lien or charge upon any  properties of Borrower;  provided,  that Borrower shall
not be  required  to pay any such  tax,  assessment,  charge  or claim (i) whose
amount,   applicability  or  validity  is  being  contested  in  good  faith  by
appropriate  proceedings,  (ii) that in the aggregate do not exceed $10,000, and
(iii)  which  Borrower  has posted a bond for.  Borrower  will pay,  as the same
respectively come due, all taxes and governmental charges of any kind whatsoever
that may at any time be lawfully  assessed or levied  against or with respect to
the Equipment,  as well as all gas,  water,  steam,  electricity,  heat,  power,
telephone,  utility and other charges  incurred in the  operation,  maintenance,
use, occupancy and upkeep of the Equipment.

         Section 7.05. MAINTENANCE OF EQUIPMENT . (a) Borrower shall, at its own
expense, maintain, preserve and keep the Equipment in good repair, working order
and  condition,  and shall from time to time make all repairs  and  replacements
necessary to keep the Equipment in such condition,  and in compliance with state
and federal laws,  ordinary wear and tear excepted.  Borrower shall maintain the
Equipment in a condition suitable for certification by the manufacturer  thereof
(if  certification  is available)  and in  conformance  with all  manufacturer's
recommended maintenance requirements. In the event that any parts or accessories
forming part of any item or items of Equipment become worn out, lost, destroyed,
damaged beyond repair or otherwise rendered unfit for use, Borrower,  at its own
expense and  expeditiously,  will replace or cause the replacement of such parts
or accessories by replacement  parts or accessories  free and clear of all liens
and  encumbrances  and with a value and  utility  at least  equal to that of the
parts or  accessories  being  replaced  (assuming  that such replaced  parts and
accessories  were  otherwise  in  good  working  order  and  repair).  All  such
replacement parts and accessories shall be deemed to be incorporated immediately
into and to constitute an integral  portion of the Equipment and, as such, shall
be subject to the terms of this Agreement.  Neither Lender nor Issuer shall have
any responsibility in any of these matters, or for the making of improvements or
additions to the Equipment.

         (b) Borrower will defend the Equipment against all claims or demands of
all persons (other than Lender) claiming the Equipment or any interest therein.

         (c)  Borrower  will keep the  Equipment  free and clear of all security
interests,  liens and encumbrances except the security interest created pursuant
to this Agreement.

         Section  7.06.  INSURANCE.  (a)  Borrower  shall,  at its own  expense,
procure and maintain  continuously in effect: (i) public liability insurance for
personal  injuries,  death or damage to or loss of property arising out of or in
any way relating to the Equipment sufficient to protect Lender from liability in
all events,  with a coverage  limit of not less than  $1,000,000  per occurrence
unless a different  coverage  minimum  with respect to  particular  Equipment is
required  by  Lender,  and (ii)  insurance  against  such  hazards as Lender may
require,   including,  but  not  limited  to,  all-risk  casualty  and  property
insurance, in an amount equal to the greater of the full replacement cost of the


                             Exhibit 10.18.14 - 25
<PAGE>


Equipment with new equipment having substantially similar  specifications or the
applicable Prepayment Amount.

         (b) In  accordance  with  State  law,  Borrower  shall  carry  workers'
compensation  insurance  covering  all  employees  on,  in,  near or  about  the
Equipment,  and upon request,  shall furnish to Lender  certificates  evidencing
such coverage.

         (c) All insurance  policies required by this Article shall be taken out
and maintained with insurance companies  acceptable to Lender; and shall contain
a provision  that the  insurer  shall not cancel or revise  coverage  thereunder
without giving  written notice to the insured  parties at least thirty (30) days
before the  cancellation or revision  becomes  effective.  No insurance shall be
subject to any  co-insurance  clause.  Each  insurance  policy  required by this
Article shall name Lender as an additional  insured party and loss payee without
regard to any breach of warranty or other act or omission of Borrower  and shall
include a lender's loss payable endorsement for the benefit of Lender.  Prior to
the  delivery  of  Equipment,   Borrower  shall  deposit  with  Lender  evidence
satisfactory  to Lender of such insurance and, prior to the expiration  thereof,
shall provide Lender evidence of all renewals or replacements thereof.

         (d) As among Lender,  Borrower and Issuer,  Borrower  assumes all risks
and liabilities from any cause whatsoever,  whether or not covered by insurance,
for loss or damage to any  Equipment and for injury to or death of any person or
damage to any  property,  whether such injury or death be with respect to agents
or employees of Borrower or of third parties,  and whether such property  damage
be to Borrower's  property or the property of others. As among Lender,  Borrower
and  Issuer,  whether  or not  covered by  insurance,  Borrower  hereby  assumes
responsibility  for and  agrees to  reimburse  Lender  and  Issuer  for and will
indemnify,  defend and hold  Lender and Issuer  harmless  from and  against  all
liabilities, obligations, losses, damages, penalties, claims, actions, costs and
expenses (including  reasonable  attorneys' fees) not solely and directly caused
by Lender's or Issuer's  gross  negligence  or willful  misconduct of whatsoever
kind and nature,  imposed on,  incurred by or asserted  against Lender or Issuer
that in any way  relate  to or arise  out of this  Agreement,  the  transactions
contemplated  hereby and the  Equipment,  including  but not limited to, (i) the
selection,  manufacture,  purchase,  acceptance or rejection of Equipment or the
ownership of the Equipment, (ii) the delivery,  lease, possession,  maintenance,
use, condition, return or operation of the Equipment, (iii) the condition of the
Equipment sold or otherwise  disposed of after possession by Borrower,  (iv) any
patent or copyright  infringement,  (v) the conduct of Borrower,  its  officers,
employees  and  agents,  (vi) a breach of Borrower  of any of its  covenants  or
obligations  hereunder  and (vii) any claim,  loss,  cost or  expense  involving
alleged damage to the environment relating to the Equipment,  including, but not
limited to  investigation,  removal,  cleanup and  remedial  costs.  All amounts
payable by Borrower pursuant to the immediately preceding sentence shall be paid
immediately upon demand of Issuer or Lender,  as the case may be. This provision
shall survive the termination of this Agreement.

         Section  7.07.  PRESERVATION  OF EXISTENCE . Borrower will preserve and
maintain  its  existence  and  all  of its  rights,  privileges  and  franchises
necessary or desirable in the normal conduct of its business;  and shall conduct
its business.

         Section 7.08.  PERFORMANCE BY LENDER . If Borrower at any time fails to
perform  or  observe  any of the  covenants  or  agreements  contained  in  this
Agreement,  and if such failure shall continue for a period of ten calendar days
after  Lender  gives  Borrower  written  notice  thereof  (or in the case of the
agreements  contained  in Sections  7.05 and 7.06 hereof,  immediately  upon the
occurrence of such failure,  without  notice or lapse of time),  Lender may, but
need not,  perform or observe such covenant on behalf and in the name, place and


                             Exhibit 10.18.14 - 26
<PAGE>


stead of Borrower (or, at Lender's  option,  in Lender's name) and may, but need
not, take any and all other actions which Lender may  reasonably  deem necessary
to cure or correct such failure (including,  without limitation,  the payment of
taxes,  the  satisfaction  of security  interests,  liens or  encumbrances,  the
performance  of  obligations  owed to  account  debtors or other  obligors,  the
procurement and maintenance of insurance, the execution of assignments, security
agreements and financing  statements,  and the endorsement of instruments);  and
Borrower  shall  thereupon  pay to  Lender on demand  the  amount of all  moneys
expended and all costs and expenses  (including  reasonable  attorneys' fees and
legal  expenses)  incurred  by Lender in  connection  with or as a result of the
performance  or  observance  of such  agreements or the taking of such action by
Lender, together with interest thereon from the date expended or incurred at the
lesser of 18% per annum or the highest rate  permitted by law. To facilitate the
performance  or  observance  by Lender of such  covenants of Borrower,  Borrower
hereby irrevocably appoints Lender, or the delegate of Lender,  acting alone, as
the  attorney-in-fact of Borrower with the right (but not the duty) from time to
time to create, prepare, complete, execute, deliver, endorse or file in the name
and on behalf  of  Borrower  any and all  instruments,  documents,  assignments,
security agreements, financing statements,  applications for insurance and other
agreements and writings required to be obtained, executed, delivered or endorsed
by Borrower under this Agreement.

         Section 7.09.  FINANCIAL COVENANTS . Borrower will cause Pharmaceutical
Resources, Inc. to comply with the following:

                 (a) WORKING CAPITAL REQUIREMENT. Pharmaceutical Resources, Inc.
excess of  current  assets  over  current  liabilities,  both as  determined  in
accordance  with general  accounting  practices  applied on a consistent  basis,
shall be no less than Fifty Million Dollars ($50,000,000).

                 (b)  RATIO  OF  DEBT  TO  TANGIBLE  NET  WORTH.  Pharmaceutical
Resources,  Inc. will maintain at all times its ratio of Debt (as defined above)
to  Tangible  Net  Worth  (as  defined  below)  at not more  than  3.00 to 1.00.
"Tangible Net Worth" means the excess of:

                      (a) the tangible assets of Pharmaceutical Resources, Inc.,
         which, in accordance with generally accepted accounting principles, are
         tangible assets,  after deducting adequate reserves in each case where,
         in accordance with generally accepted accounting principles,  a reserve
         is proper over

                      (b) all Debt of Pharmaceutical Resources, Inc.;

PROVIDED,  HOWEVER,  that (i) inventory shall be taken into account on the basis
of the cost (determined on a first-in,  first-out basis) or current market value
(if known or easily  asertainable),  whichever is lower,  (ii) in no event shall
there be included as such  tangible  assets  patents,  trademarks,  trade names,
copyrights,  licenses,  good will,  advances or loans to, or  receivables  from,
directors,  officers,  employees or  affiliates,  prepaid or intangible  assets,
amounts relating to covenants not to compete,  pensions assets, deferred charges
or treasury stock or any securities or Debt of Pharmaceutical Resources, Inc. or
any other securities unless the same are readily marketable in the United States
of  America  or  entitled  to be used as a credit  against  federal  income  tax
liabilities,  (iii)  securities  included as such tangible assets shall be taken
into account at their current market price or cost, whichever is lower, and (iv)
any write-up in the book value of any assets shall not be taken into account.


                             Exhibit 10.18.14 - 27
<PAGE>


                  (c) TANGIBLE NET WORTH.  Pharmaceutical  Resources,  Inc. will
maintain  its  Tangible  Net Worth  (as  defined  above) at not less than  Fifty
Million Dollars at all times during the lease term.

         Section  7.10.  COVENANT  REGARDING  TAX  REGULATORY  AGREEMENT  .  The
representations  made by Borrower in the Tax  Regulatory  Agreement are true and
correct in all  material  respects  and do not omit any further  statement,  the
absence  of which  might be  misleading  in light of the  statements  made.  The
Borrower  shall  observe,  perform and comply with all covenants and  warranties
undertaken by it in the Tax Regulatory Agreement.









                             Exhibit 10.18.14 - 28
<PAGE>


                                  ARTICLE VIII

                         NEGATIVE COVENANTS OF BORROWER

         So long as the Loan and the Bond shall remain unpaid,  Borrower  agrees
that:

         Section 8.01. LIEN . Borrower will not create, incur or suffer to exist
any mortgage,  deed of trust,  pledge,  lien,  security interest,  assignment or
transfer  upon  or of any of the  Equipment  except  for the  security  interest
created pursuant to this Agreement.

         Section 8.02. SALE OF ASSETS . Borrower will not sell,  lease,  assign,
transfer or otherwise  dispose of all or a substantial  part of its assets or of
any of the Equipment or any interest therein (whether in one transaction or in a
series of transactions).

         Section 8.03.  CONSOLIDATION AND MERGER . Borrower will not consolidate
with or merge into any person,  or permit any other  person to merge into it, or
acquire (in a transaction  analogous in purpose or effect to a consolidation  or
merger) all or substantially  all of the assets of any other person.  (There can
be no change in ownership of borrower during the term of the lease).

         Section 8.04.  ACCOUNTING . Borrower will not adopt,  permit or consent
to any  material  change in  accounting  principles  other than as  required  by
generally accepted  accounting  principles.  Borrower will not adopt,  permit or
consent to any change in its fiscal year.

         Section 8.05.  TRANSFERS . Borrower will not in any manner transfer any
property without prior or present receipt of full and adequate consideration.

         Section 8.06.  [RESERVED].

         Section  8.07.  PLACE OF BUSINESS . Borrower will not permit any of the
Equipment or any records  pertaining to the Equipment to be located in any state
or area in which, in the event of such location,  a financing statement covering
such Equipment would be required to be, but has not in fact been, filed in order
to perfect the security interest created pursuant to this Agreement.

         Section 8.08.  MODIFICATIONS  AND SUBSTITUTIONS . (a) Borrower will not
make any material alterations, modifications or additions to the Equipment which
cannot be removed  without  materially  damaging the functional  capabilities or
economic value of the  Equipment.  Upon return of the Equipment to Lender and at
the request of Lender,  Borrower,  at its sole cost and expense, will remove all
alterations,  modifications  and additions and repair the Equipment as necessary
to return the  Equipment to the  condition in which it was  furnished,  ordinary
wear and tear and permitted modifications excepted.

         (b) Notwithstanding the provisions of subparagraph (a) of this section,
Borrower may, with the prior written  consent of Lender,  substitute  for parts,
elements,  portions or all of the Equipment,  other parts,  elements,  portions,
equipment or facilities; PROVIDED, HOWEVER, that any substitutions made pursuant
to Borrower's obligations to make repairs referenced under any provision of this
Agreement shall not require such prior written  consent.  Borrower shall provide


                             Exhibit 10.18.14 - 29
<PAGE>


such  documents or  assurances as Lender may  reasonably  request to maintain or
confirm the security interest assigned to Lender in the Equipment as so modified
or substituted.

         Section 8.09.  USE OF THE  EQUIPMENT . Borrower will not install,  use,
operate or maintain the Equipment  improperly,  carelessly,  in violation of any
applicable law or in a manner contrary to that contemplated by this Agreement.

                                   ARTICLE IX

                  DAMAGE AND DESTRUCTION; USE OF NET PROCEEDS

         Borrower shall provide a complete written report to Lender  immediately
upon any loss, theft, damage or destruction of any Equipment and of any accident
involving any  Equipment.  If all or any part of the Equipment is lost,  stolen,
destroyed or damaged beyond repair ("Damaged Equipment"), Borrower shall as soon
as practicable after such event either:  (a) replace the same at Borrower's sole
cost and expense with equipment having substantially similar  specifications and
of equal or greater value to the Damaged Equipment immediately prior to the time
of the loss  occurrence,  such  replacement  equipment to be subject to Lender's
approval,  whereupon  such  replacement  equipment  shall be substituted in this
Agreement  and  the  other  related  documents  by  appropriate  endorsement  or
amendment; or (b) pay the applicable Prepayment Amount of the Damaged Equipment.
Borrower  shall  notify  Lender of which  course  of action it will take  within
fifteen (15) calendar days after the loss occurrence. If, within forty-five (45)
calendar days of the loss occurrence,  (a) Borrower fails to notify Lender;  (b)
Borrower and Lender fail to execute an amendment to this Agreement to delete the
Damaged Equipment and add the replacement equipment or (c) Borrower fails to pay
the  applicable  Prepayment  Amount,  then Lender  may, at its sole  discretion,
declare the applicable  Prepayment Amount to be immediately due and payable, and
Borrower is required to pay the same. The Net Proceeds of insurance with respect
to the  Damaged  Equipment  that  is not  repaired  or  replaced  shall  be made
available by Lender to be applied to discharge Borrower's  obligation under this
Article.  The payment of the Prepayment  Amount and the  termination of Lender's
interest  in the  Damaged  Equipment  is subject  to the terms of  Section  2.07
hereof.  For purposes of this Article,  the term "Net  Proceeds"  shall mean the
amount  remaining from the gross proceeds of any insurance claim or condemnation
award after  deducting  all  expenses  (including  reasonable  attorneys'  fees)
incurred in the collection of such claim or award.





                             Exhibit 10.18.14 - 30
<PAGE>


                                   ARTICLE X

                       ASSIGNMENT, SUBLEASING AND SELLING

         Section  10.01.  ASSIGNMENT  BY  LENDER  .  This  Agreement,   and  the
obligations  of  Borrower  to  make  payments  hereunder,  may be  assigned  and
reassigned  in whole or in part to one or more  assignees or  subassignees  (who
shall be  purchaser  of the Bond or an  interest  therein) by Lender at any time
subsequent to its  execution,  without the necessity of obtaining the consent of
Issuer or Borrower;  PROVIDED,  HOWEVER, that no such assignment or reassignment
shall be effective  unless and until (a) Issuer and Borrower shall have received
notice of the assignment or reassignment  disclosing the name and address of the
assignee or  subassignee,  which notice Issuer shall maintain as evidence of the
ownership  and  registration  of  the  Bond,  and  (b) in the  event  that  such
assignment  or  reassignment  is made to a bank or trust  company as trustee for
holders of certificates  representing  interests in this Agreement and the Bond,
such bank or trust  company  agrees to maintain,  or cause to be  maintained,  a
book-entry  system by which a record of the names and  addresses of such holders
as of any  particular  time is kept  and  agrees,  upon  request  of  Issuer  or
Borrower,  to furnish such  information  to Issuer or Borrower.  Upon receipt of
notice of  assignment,  Borrower  will  reflect  in a  book-entry  the  assignee
designated in such notice of assignment, and shall agree to make all payments to
the assignee designated in the notice of assignment,  notwithstanding any claim,
defense,  setoff or counterclaim  whatsoever  (whether  arising from a breach of
this Agreement or otherwise) that Issuer and Borrower may from time to time have
against  Lender or the  assignee.  Issuer  and  Borrower  agree to  execute  all
documents,  including  notices of assignment and chattel  mortgages or financing
statements,  which may be  reasonably  requested  by Lender or its  assignee  to
protect their interest in the Equipment and in this Agreement.

         Section  10.02.  NO SALE OR ASSIGNMENT BY BORROWER . This Agreement and
the interest of Borrower in the Equipment may not be sold, assumed,  assigned or
encumbered by Borrower.

                                   ARTICLE XI

                         EVENTS OF DEFAULT AND REMEDIES

         Section 11.01. EVENTS OF DEFAULT . The following  constitute "Events of
Default" under this Agreement:

         (a) failure by Borrower to pay to Lender,  as assignee of Issuer,  when
due any Loan Payment or to pay any other payment  required to be paid  hereunder
and the continuation of such failure for a period of ten (10) days;

         (b)  failure by  Borrower to maintain  insurance  on the  Equipment  in
accordance with Section 7.06 hereof;

         (c) failure by Borrower to comply with the provisions of Sections 7.06,
7.09, 7.10, 7.11, 8.01, 8.02 or 8.03 hereof;

         (d)  failure by  Borrower  or Issuer to observe  and  perform any other
covenant,  condition or agreement contained herein, in the Escrow Agreement,  in
the Tax Regulatory  Agreement or in any other document or agreement  executed in
connection  herewith  on its part to be observed  or  performed  for a period of
thirty (30) days after  written  notice is given to  Borrower or Issuer,  as the
case  may be,  specifying  such  failure  and  requesting  that it be  remedied;


                             Exhibit 10.18.14 - 31
<PAGE>


PROVIDED,  HOWEVER,  that,  if the  failure  stated  in such  notice  cannot  be
corrected within such 30-day period,  Lender will not unreasonably  withhold its
consent to an  extension  of such time if  corrective  action is  instituted  by
Borrower  or  Issuer,  as the case may be,  within  the  applicable  period  and
diligently pursued until the default is corrected;

         (e)  initiation  by Issuer of a  proceeding  under any federal or state
bankruptcy  or  insolvency  law seeking  relief under such laws  concerning  the
indebtedness of Issuer;

         (f)  Borrower  or  either  Guarantor,  as the case may be,  shall be or
become  insolvent,  or admit in writing its  inability  to pay its debts as they
mature,  or make an  assignment  for the  benefit of  creditors;  or Borrower or
either  Guarantor,  as the  case  may be,  shall  apply  for or  consent  to the
appointment of any receiver, trustee or similar officer for it or for all or any
substantial part of its property;  or such receiver,  trustee or similar officer
shall be  appointed  without  the  application  or consent of Borrower or either
Guarantor,  as the case may be; or Borrower or either Guarantor, as the case may
be, shall institute (by petition, application, answer, consent or otherwise) any
bankruptcy,  insolvency,  reorganization,  arrangement,  readjustment  of  debt,
dissolution,  liquidation or similar proceeding relating to it under the laws of
any  jurisdiction;  or any such  proceeding  shall be  instituted  (by petition,
application or otherwise) against Borrower or either Guarantor,  as the case may
be; or any judgment, writ, warrant of attachment or execution or similar process
shall be  issued  or  levied  against  a  substantial  part of the  property  of
Borrower;

         (g) determination by Lender that any representation or warranty made by
Borrower,  Guarantor or Issuer herein, in the Tax Regulatory Agreement or in any
other  document  executed  in  connection  herewith  was untrue in any  material
respect when made;

         (h) an Event of Taxability shall occur;

         (i) an amendment or termination  related to a filed financing statement
describing any of the Equipment is improperly filed;

         (j) the  occurrence  of a  default  or an event of  default  under  any
instrument,   agreement  or  other  document   evidencing  or  relating  to  any
indebtedness or other monetary obligation of Borrower;

         (k) the  occurrence  of a  default  or an event of  default  under  any
agreement between or among Lender,  General Electric Capital  Corporation or any
of their affiliates and Borrower;

         (l)  Either  Guarantor  shall  repudiate,  purport to revoke or fail to
perform Guarantor's obligations or covenants under the Guaranty; or

         (m)  ownership  of the stock of  Borrower or either  Guarantor  changes
during the period that the loan is outstanding Borrower hereby acknowledges that
Lender has made its decision to enter into the transaction  contemplated  hereby
based  upon the  management  expertise  of the  current  stockholders  and their
ownership of the stock of Borrower.

         Section  11.02.  REMEDIES  ON DEFAULT .  Whenever  any Event of Default
shall have occurred, Lender, as assignee of Issuer, shall have the right, at its
sole  option  without  any  further  demand  or  notice,  to take any one or any
combination of the following remedial steps insofar as the same are available to
secured  parties  under Article 9 of the UCC in effect in the State from time to


                             Exhibit 10.18.14 - 32
<PAGE>


time and which are  otherwise  accorded to Lender,  as  assignee  of Issuer,  by
applicable law:

         (a) by  notice  to Issuer  and  Borrower,  declare  the  entire  unpaid
principal amount of the Loan and the Bond then outstanding, all interest accrued
and unpaid thereon and all amounts  payable under this Agreement to be forthwith
due and payable,  whereupon  the Loan,  all such  accrued  interest and all such
amounts  shall become and be forthwith  due and  payable,  without  presentment,
notice of  dishonor,  protest  or further  notice of any kind,  all of which are
hereby expressly waived by Borrower;

         (b) take  possession of the Equipment  wherever  situated,  without any
court  order or other  process  of law and  without  liability  for enter in the
premises, and lease, sublease or make other disposition of the Equipment for use
over a term in a commercially  reasonable manner, all for the account of Lender,
provided that Borrower shall remain directly liable for the deficiency,  if any,
between the rent or other amounts paid by a lessee or sublessee of the Equipment
pursuant  to such  lease or  sublease  during  the same  period  of time,  after
deducting  all costs and  expenses,  including  reasonable  attorneys'  fees and
expenses,  incurred  with  respect to the  recovery,  repair and  storage of the
Equipment during such period of time;

         (c) in  accordance  with  the UCC,  take  possession  of the  Equipment
wherever  situated,  without any court order or other process of law and without
liability  for entering the premises,  and sell the Equipment in a  commercially
reasonable manner. All proceeds from such sale shall be applied in the following
manner:

                  FIRST,  to pay all proper and  reasonable  costs and  expenses
         associated  with  the  recovery,   repair,  storage  and  sale  of  the
         Equipment, including reasonable attorneys' fees and expenses;

                  SECOND,  to pay (i)  Lender  the  amount  of all  unpaid  Loan
         Payments  or other  obligations  (whether  direct or  indirect  owed by
         Borrower to  Lender),  if any,  which are then due and owing,  together
         with interest and late charges thereon, (ii) Lender the then applicable
         Prepayment  Amount  (taking into  account the payment of past-due  Loan
         Payments as aforesaid),  plus a pro rata allocation of interest, at the
         rate utilized to calculate the Loan  Payments,  from the next preceding
         due date of a Loan Payment until the date of payment by the buyer,  and
         (iii) any other amounts due hereunder,  including  indemnity  payments,
         taxes, charges, reimbursement of any advances and other amounts payable
         to Lender or Issuer hereunder; and

                  THIRD,  to pay the  remainder of the sale  proceeds,  purchase
         moneys or other amounts paid by a buyer of the Equipment to Borrower;

         (d) proceed by appropriate court action to enforce specific performance
by Issuer or  Borrower  of the  applicable  covenants  of this  Agreement  or to
recover for the breach  thereof,  including  the payment of all amounts due from
Borrower.  Borrower  shall pay or repay to  Lender  or Issuer  all costs of such
action or court action,  including,  without limitation,  reasonable  attorneys'
fees; and

         (e) take  whatever  action at law or in equity may appear  necessary or
desirable to enforce its rights with respect to the  Equipment.  Borrower  shall
pay or repay to  Lender  or Issuer  all  costs of such  action or court  action,
including, without limitation, reasonable attorneys' fees.


                             Exhibit 10.18.14 - 33
<PAGE>


         Notwithstanding  any other remedy exercised  hereunder,  Borrower shall
remain obligated to pay to Lender any unpaid portion of the Prepayment Amount.

         Section 11.03. RETURN OF EQUIPMENT . Upon an Event of Default, Borrower
shall within ten (10)  calendar  days after notice from Lender,  at its own cost
and expense: (a) perform any testing and repairs required to place the Equipment
in the condition required by Article VII; (b) if deinstallation,  disassembly or
crating is required,  cause the Equipment to be  deinstalled,  disassembled  and
crated by an  authorized  manufacturer's  representative  or such other  service
person as is satisfactory to Lender; and (c) deliver the Equipment to a location
specified by Lender,  freight and  insurance  prepaid by  Borrower.  If Borrower
refuses to deliver the Equipment in the manner designated, Lender may enter upon
Borrower's  premises  where the  Equipment  is kept and take  possession  of the
Equipment  and charge to  Borrower  the costs of such  taking.  Borrower  hereby
expressly waives any damages occasioned by such taking.

         Section 11.04. NO REMEDY EXCLUSIVE . No remedy herein conferred upon or
reserved to Lender or Issuer is intended to be  exclusive  and every such remedy
shall be  cumulative  and shall be in addition to every other remedy given under
this  Agreement  or now or hereafter  existing at law or in equity.  No delay or
omission to exercise any right or power accruing upon any Event of Default shall
impair any such right or power or shall be construed to be a waiver thereof, but
any such right or power may be  exercised  from time to time and as often as may
be deemed expedient. In order to entitle Lender or Issuer to exercise any remedy
reserved to it in this  Article,  it shall not be  necessary  to give any notice
other than such notice as may be required by this Article.  All remedies  herein
conferred upon or reserved to Lender or Issuer shall survive the  termination of
this Agreement.

         Section  11.05.  LATE CHARGE . Any Loan Payment not paid by Borrower on
the due date thereof shall, to the extent permissible by law, bear a late charge
equal to the lesser of five cents ($.05) per dollar of the delinquent  amount or
the lawful maximum,  and Borrower shall be obligated to pay the same immediately
upon receipt of Lender's written invoice therefor.

                                   ARTICLE XII

                                 MISCELLANEOUS

         Section 12.01. COSTS AND EXPENSES OF LENDER . After an Event of Default
in  connection  with  enforcement  of Lender's  rights and  remedies  hereunder,
Borrower  shall pay to  Lender,  in  addition  to the Loan  Payments  payable by
Borrower hereunder,  such amounts in each year as shall be required by Lender in
payment of any  reasonable  costs and expenses  incurred by Lender in connection
with the execution,  performance or enforcement of this Agreement, including but
not  limited to payment  of all  reasonable  fees,  costs and  expenses  and all
administrative  costs of  Lender  in  connection  with the  Equipment,  expenses
(including,  without  limitation,  attorneys' fees and  disbursements),  fees of
auditors or attorneys,  insurance  premiums not otherwise paid hereunder and all
other direct and necessary administrative costs of Lender or charges required to
be paid by it in order to comply  with the terms of, or to  enforce  its  rights
under,  this  Agreement.  Such costs and expenses shall be billed to Borrower by
Lender from time to time,  together with a statement  certifying that the amount
so billed has been paid by Lender for one or more of the items above  described,
or that such amount is then payable by Lender for such items.  Amounts so billed
shall be due and payable by Borrower  within  thirty (30) days after  receipt of
the bill by Borrower.


                             Exhibit 10.18.14 - 34
<PAGE>


         Section 12.01A. COSTS AND ADMINISTRATIVE  EXPENSES OF ISSUER . Borrower
shall pay to Issuer  monthly the  Administrative  Fees, and such amounts in each
year as shall be  required  by Issuer in  payment  of any  reasonable  costs and
expenses  incurred by Issuer in connection  with the  execution,  performance or
enforcement  of this  Agreement,  including  but not  limited  to payment of all
reasonable  fees, costs and expenses and all  administrative  costs of Issuer in
connection  with  the  Equipment,   expenses  (including,   without  limitation,
attorneys'  fees and  disbursements),  fees of auditors or attorneys,  insurance
premiums  not  otherwise  paid  hereunder  and all other  direct  and  necessary
administrative  costs of Issuer or charges required to be paid by it in order to
comply with the terms of, or to enforce its rights under,  this Agreement.  Such
costs and  expenses  shall be billed to  Borrower  by Issuer  from time to time,
together with a statement  certifying that the amount so billed has been paid by
Issuer for one or more of the items above described, or that such amount is then
payable by Issuer for such item.  Amounts so billed  shall be due and payable by
Borrower within thirty (30) days after receipt of the bill by Borrower.

         Section  12.02.  DISCLAIMER  OF  WARRANTIES . LENDER AND ISSUER MAKE NO
WARRANTY OR REPRESENTATION,  EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN,
CONDITION,  MERCHANTABILITY  OR FITNESS FOR A PARTICULAR  PURPOSE OR FITNESS FOR
USE OF THE  EQUIPMENT,  OR ANY OTHER  WARRANTY  OR  REPRESENTATION,  EXPRESS  OR
IMPLIED,  WITH RESPECT THERETO. In no event shall Lender or Issuer be liable for
any loss or damage in  connection  with or arising  out of this  Agreement,  the
Equipment or the  existence,  furnishing,  functioning  or Borrower's use of any
item or products or services provided for in this Agreement.

         Section 12.03. NOTICES . All notices,  certificates,  requests, demands
and other communications provided for hereunder or under the Escrow Agreement or
the Tax  Regulatory  Agreement  shall be in writing and shall be (a)  personally
delivered,  (b) sent by first class United  States  mail,  (c) sent by overnight
courier of national  reputation,  or (d)  transmitted by telecopy,  in each case
addressed to the party to whom notice is being given at its address as set forth
above and, if telecopied, transmitted to that party at its telecopier number set
forth above or, as to each party, at such other address or telecopier  number as
may hereafter be designated by such party in a written notice to the other party
complying  as to  delivery  with the terms of this  Section.  All such  notices,
requests, demands and other communications shall be deemed to have been given on
(a) the date received if personally delivered, (b) when deposited in the mail if
delivered by mail,  (c) the date sent if sent by overnight  courier,  or (d) the
date of  transmission  if delivered  by  telecopy.  If notice to Borrower of any
intended  disposition of the Equipment or any other intended  action is required
by law in a  particular  instance,  such  notice  shall be  deemed  commercially
reasonable if given (in the manner  specified in this Section) at least ten (10)
calendar days prior to the date of intended disposition or other action.

         Section 12.04.  FURTHER  ASSURANCE AND CORRECTIVE  INSTRUMENTS . Issuer
and  Borrower  hereby  agree  that  they  will,  from  time  to  time,  execute,
acknowledge and deliver,  or cause to be executed,  acknowledged  and delivered,
such further acts, instruments, conveyances, transfers and assurances, as Lender
reasonably  deems  necessary or advisable  for the  implementation,  correction,
confirmation  or perfection of this Agreement,  the Escrow  Agreement or the Tax
Regulatory Agreement and any rights of Lender hereunder or thereunder.

         Section  12.05.  BINDING  EFFECT;  TIME OF THE ESSENCE . This Agreement
shall inure to the benefit of and shall be binding upon Lender, Issuer, Borrower
and their respective successors and assigns. Time is of the essence.


                             Exhibit 10.18.14 - 35
<PAGE>


         Section  12.06.  SEVERABILITY  . In the  event  any  provision  of this
Agreement  shall be held  invalid  or  unenforceable  by any court of  competent
jurisdiction,  such holding  shall not  invalidate or render  unenforceable  any
other provision hereof.

         Section 12.07.  AMENDMENTS . To the extent  permitted by law, the terms
of this  Agreement  shall not be  waived,  altered,  modified,  supplemented  or
amended in any manner  whatsoever  except by  written  instrument  signed by the
parties hereto, and then such waiver,  consent,  modification or change shall be
effective only in the specific instance and for the specific purpose given.

         Borrower and Lender agree to amend Exhibit A to this  Agreement to more
specifically  identify the Equipment  being  financed  hereunder at such time as
such  identification  is possible.  Such amendment  shall be effected by written
instrument  signed by Borrower  and Lender.  Issuer's  consent to the  amendment
referred to in this paragraph shall not be required. Such amendment may take the
form of a Payment  Request Form in the form attached to the Escrow  Agreement as
Exhibit A executed by Borrower and Lender.

         Section  12.08.  EXECUTION  IN  COUNTERPARTS  . This  Agreement  may be
executed in several counterparts,  each of which shall be an original and all of
which  shall  constitute  one and the same  instrument,  and any of the  parties
hereto may execute this Agreement by signing any such counterpart, provided that
only the original marked "Original:  1 of 6" on the execution page thereof shall
constitute  chattel  paper under the UCC. A purchase of this chattel  paper from
Issuer would violate the rights of Lender.

         Section 12.09. APPLICABLE LAW . This Agreement shall be governed by and
construed in accordance with the laws of the State.

         Section  12.10.  CAPTIONS . The captions or headings in this  Agreement
are for  convenience  only and in no way define,  limit or describe the scope or
intent of any provisions or sections of this Agreement.

         Section 12.11.  ENTIRE  AGREEMENT . This Agreement,  the Tax Regulatory
Agreement,  the Escrow Agreement and the exhibits hereto and thereto  constitute
the entire agreement among Lender, Issuer,  Borrower and Escrow Agent. There are
no  understandings,   agreements,  representations  or  warranties,  express  or
implied,  not specified herein or in such documents  regarding this Agreement or
the Equipment financed hereby.

         Section  12.12.  USURY . It is the  intention of the parties  hereto to
comply  with  any  applicable  usury  laws;  accordingly,  it  is  agreed  that,
notwithstanding  any provisions to the contrary in this  Agreement,  in no event
shall this Agreement require the payment or permit the collection of interest or
any amount in the nature of interest or fees in excess of the maximum  permitted
by applicable law.

         Section  12.13.  BOUND  TRANSCRIPTS  .  Within  45  days  of the day of
closing,  Borrower  shall  cause to be prepared  and  furnished,  at  Borrower's
expense, to Lender and its counsel, bound transcripts containing this Agreement,
the Escrow  Agreement,  the Tax  Regulatory  Agreement  and all other  documents
related thereto.

         Section  12.14.  WAIVER OF JURY  TRIAL . LENDER,  ISSUER  AND  BORROWER
HEREBY  WAIVE THEIR  RESPECTIVE  RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS AGREEMENT, ANY
OF THE RELATED DOCUMENTS, ANY DEALINGS AMONG LENDER, ISSUER OR BORROWER RELATING


                             Exhibit 10.18.14 - 36
<PAGE>


TO THE SUBJECT MATTER OF THE TRANSACTIONS  CONTEMPLATED BY THIS AGREEMENT OR ANY
RELATED  TRANSACTIONS,  AND/OR THE RELATIONSHIP  THAT IS BEING ESTABLISHED AMONG
LENDER,  ISSUER AND  BORROWER.  THE SCOPE OF THIS  WAIVER IS  INTENDED TO BE ALL
ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT  (INCLUDING,
WITHOUT LIMITATION,  CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL
OTHER COMMON LAW AND STATUTORY CLAIMS). THIS WAIVER IS IRREVOCABLE, MEANING THAT
IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING,  AND THIS WAIVER SHALL APPLY
TO ANY SUBSEQUENT  AMENDMENTS,  RENEWALS,  SUPPLEMENTS OR  MODIFICATIONS TO THIS
AGREEMENT,  ANY  RELATED  DOCUMENTS,  OR TO ANY OTHER  DOCUMENTS  OR  AGREEMENTS
RELATING  TO THE  TRANSACTIONS  CONTEMPLATED  BY THIS  AGREEMENT  OR ANY RELATED
TRANSACTIONS.  IN THE  EVENT OF  LITIGATION,  THIS  AGREEMENT  MAY BE FILED AS A
WRITTEN CONSENT TO A TRIAL BY THE COURT.

         Section  12.15.  SURVIVAL  OF  OBLIGATIONS  .  The  obligations  of the
Borrower to make the payments  required by Section  5.3(b) hereof and to provide
the indemnity  required by Section 8.1 and Section 8.11 hereof shall survive the
termination of this Agreement and the full payment of the Bond.

         Section  12.16.  LIMITED  LIABILITY;  IMMUNITY OF DIRECTORS OF ISSUER .
This  Agreement  does not pledge the general  credit or the taxing  power of the
State or any  political  subdivision  thereof.  The liability of Issuer shall be
limited to the proceeds received from the repayment of the loan hereunder.

         It is understood  and agreed that Issuer is not generally or personally
liable for the debt or any portion of the debt  evidenced  by this  Agreement or
the interest  thereon;  neither is Issuer nor are the  directors of Issuer,  the
agents,  attorneys or employees of Issuer, or their respective  heirs,  personal
representatives or successors  personally or generally liable in connection with
any matter,  cause or thing  pertaining to this  Agreement,  the Tax  Regulatory
Agreement,  the Escrow Agreement,  or any instruments and documents executed and
delivered by the Issuer in connection with the Equipment or the Bond.

         No covenant or agreement contained in this Agreement shall be deemed to
be the  covenant or  agreement  of any  director,  officer,  attorney,  agent or
employee of Issuer in an individual  capacity.  No recourse shall be had for the
payment of the  principal  or the  interest  thereon,  if any,  payable upon the
redemption  of the  Bonds  or any  claim  based  thereon  against  any  officer,
director,  agent, attorney or employee of Issuer past, present or future, or its
successors or assigns,  as such,  either directly or through Issuer, or any such
successor  corporation,  whether  by  virtue  of any  constitutional  provision,
statute or rule of law, or by the  enforcement of any assessment or penalty,  or
otherwise, all of such liability of such directors,  officers, agents, attorneys
or employees,  being hereby  released as a condition of, and as a  consideration
for, the execution and delivery of this Agreement.

        [REMAINDER OF PAGE INTENTIONALLY BLANK; EXECUTION PAGE FOLLOWS.]


         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement in
their respective  corporate names by their duly authorized  officers,  all as of
the date first written above.



                             Exhibit 10.18.14 - 37
<PAGE>


Lender:                                 GE CAPITAL PUBLIC FINANCE, INC.



                                        By:/s/ Phillip Long
                                           -------------------
                                        Title: Vice President

Issuer:                                 RHODE ISLAND INDUSTRIAL FACILITIES
                                        CORPORATION



                                        By:/s/ Earl Queenan
                                           ------------------
                                        Title: Treasurer

Borrower:                               FINETECH LABORATORIES, LTD.



                                        By:/s/ Kenneth I. Sawyer
                                           ----------------------
                                        Title: Chairman


Trade Names of Borrower, if any:

NONE

                               ORIGINAL:____ OF 6







                             Exhibit 10.18.14 - 38
<PAGE>


                                                     EXHIBIT A TO LOAN AGREEMENT


                     SCHEDULE OF EQUIPMENT AND LOAN PAYMENTS

                            Description of Equipment
                            ------------------------

         The following  Equipment is the subject of the Loan Agreement  dated as
of December 1, 2002 among GE Capital  Public  Finance,  Inc.  ("Lender"),  Rhode
Island Industrial Facilities  Corporation  ("Issuer") and FineTech Laboratories,
Ltd. ("Borrower").


      -------------------------------------------------------------------------
          EQUIPMENT                                                   PRICE
      -------------------------------------------------------------------------
      Laboratory & Walk-in Chemical Hoods                          $300,000.00
      -------------------------------------------------------------------------
      Different Sizes Rotovapors                                    100,000.00
      -------------------------------------------------------------------------
      Bench-Top Glass Reactors                                       30,000.00
      -------------------------------------------------------------------------
      Mechanical Stirrers, Vacuum & Circulation  Pumps              110,000.00
      -------------------------------------------------------------------------
      Glass Pharma Design 20-L Reactor Systems                      100,000.00
      -------------------------------------------------------------------------
      Analytical & Preparative Chromatographic Systems              250,000.00
      -------------------------------------------------------------------------
      GC/GC-MS Systems                                              100,000.00
      -------------------------------------------------------------------------
      FT-IR                                                          30,000.00
      -------------------------------------------------------------------------
      UV-Vis                                                         15,000.00
      -------------------------------------------------------------------------
      DSC/TGA/Melting Range Instrumentation                          40,000.00
      -------------------------------------------------------------------------
      Analytical & Laboratory Balances                               40,000.00
      -------------------------------------------------------------------------
      Titration Equipment                                            40,000.00
      -------------------------------------------------------------------------
      Temperature, Pressure & pH Measuring Equipment                 20,000.00
      -------------------------------------------------------------------------
      Laboratory Glassware & Auxiliary Equipment                    200,000.00
      -------------------------------------------------------------------------
      Computers, Communications & Network Equipment                 100,000.00
      -------------------------------------------------------------------------
      Laser Particle Size Analyzer                                   30,000.00
      -------------------------------------------------------------------------
      Pharma-design Mill                                             20,000.00
      -------------------------------------------------------------------------
      HVAC Equipment                                                200,000.00
      -------------------------------------------------------------------------
       X-Ray Instrumentation                                        200,000.00
      -------------------------------------------------------------------------


         The  Equipment  is  located  at the  following  address.  Prior  to the
relocation of the Equipment or portion  thereof,  Borrower will provide 30 days'
prior written notice to Lender:

500 Washington Street
Coventry, RI  02816



                             Exhibit 10.18.14 - 39
<PAGE>
<TABLE>
                                                SCHEDULE OF LOAN PAYMENTS
                                                -------------------------

                                             GE Capital Public Finance, Inc.
                                                    Payment Schedule

                                               FINETECH LABORATORIES, LTD.
                                             Closing Date: December 26, 2002
                                                   Coupon Rate: 4.27%
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
    Payment      Payment          Loan           Principal         Interest          Principal          Prepayment
-----------------------------------------------------------------------------------------------------------------------
      DATE        NUMBER        PAYMENT          COMPONENT         COMPONENT          BALANCE*           AMOUNT*
      ----        ------        -------          ---------         ---------          --------           -------
      <S>           <C>        <C>                  <C>                <C>            <C>                <C>
-----------------------------------------------------------------------------------------------------------------------
      12/26/02                     -                     -                 -          $2,000,000.00      $2,100,000.00
-----------------------------------------------------------------------------------------------------------------------
        2/1/03      1          $39,099.15           $28,796.37         $8,302.78       1,971,203.63       2,069,763.81
-----------------------------------------------------------------------------------------------------------------------
        3/1/03      2           37,099.15            30,084.95          7,014.20       1,941,118.68       2,038,174.61
-----------------------------------------------------------------------------------------------------------------------
        4/1/03      3           37,099.15            30,192.00          6,907.15       1,910,926.68       2,006,473.01
-----------------------------------------------------------------------------------------------------------------------
        5/1/03      4           37,099.15            30,299.44          6,799.71       1,880,627.24       1,974,658.60
-----------------------------------------------------------------------------------------------------------------------
        6/1/03      5           37,099.15            30,407.25          6,691.90       1,850,219.99       1,942,730.99
-----------------------------------------------------------------------------------------------------------------------
        7/1/03      6           37,099.15            30,515.45          6,583.70       1,819,704.54       1,910,689.77
-----------------------------------------------------------------------------------------------------------------------
        8/1/03      7           37,099.15            30,624.03          6,475.12       1,789,080.51       1,878,534.54
-----------------------------------------------------------------------------------------------------------------------
        9/1/03      8           37,099.15            30,733.01          6,366.14       1,758,347.50       1,846,264.88
-----------------------------------------------------------------------------------------------------------------------
       10/1/03      9           37,099.15            30,842.36          6,256.79       1,727,505.14       1,813,880.40
-----------------------------------------------------------------------------------------------------------------------
       11/1/03      10          37,099.15            30,952.11          6,147.04       1,696,553.03       1,781,380.68
-----------------------------------------------------------------------------------------------------------------------
       12/1/03      11          37,099.15            31,062.25          6,036.90       1,665,490.78       1,748,765.32
-----------------------------------------------------------------------------------------------------------------------
        1/1/04      12          37,099.15            31,172.78          5,926.37       1,634,318.00       1,716,033.90
-----------------------------------------------------------------------------------------------------------------------
        2/1/04      13          37,099.15            31,283.70          5,815.45       1,603,034.30       1,667,155.67
-----------------------------------------------------------------------------------------------------------------------
        3/1/04      14          37,099.15            31,395.02          5,704.13       1,571,639.28       1,634,504.85
-----------------------------------------------------------------------------------------------------------------------
        4/1/04      15          37,099.15            31,506.73          5,592.42       1,540,132.55       1,601,737.85
-----------------------------------------------------------------------------------------------------------------------
        5/1/04      16          37,099.15            31,618.84          5,480.31       1,508,513.71       1,568,854.26
-----------------------------------------------------------------------------------------------------------------------
        6/1/04      17          37,099.15            31,731.36          5,367.79       1,476,782.35       1,535,853.64
-----------------------------------------------------------------------------------------------------------------------
        7/1/04      18          37,099.15            31,844.27          5,254.88       1,444,938.08       1,502,735.60
-----------------------------------------------------------------------------------------------------------------------
        8/1/04      19          37,099.15            31,957.58          5,141.57       1,412,980.50       1,469,499.72
-----------------------------------------------------------------------------------------------------------------------
        9/1/04      20          37,099.15            32,071.29          5,027.86       1,380,909.21       1,436,145.58
-----------------------------------------------------------------------------------------------------------------------
       10/1/04      21          37,099.15            32,185.41          4,913.74       1,348,723.80       1,402,672.75
-----------------------------------------------------------------------------------------------------------------------
       11/1/04      22          37,099.15            32,299.94          4,799.21       1,316,423.86       1,369,080.81
-----------------------------------------------------------------------------------------------------------------------
       12/1/04      23          37,099.15            32,414.87          4,684.28       1,284,008.99       1,335,369.35
-----------------------------------------------------------------------------------------------------------------------
        1/1/05      24          37,099.15            32,530.22          4,568.93       1,251,478.77       1,301,537.92
-----------------------------------------------------------------------------------------------------------------------
        2/1/05      25          37,099.15            32,645.97          4,453.18       1,218,832.80       1,255,397.78
-----------------------------------------------------------------------------------------------------------------------
        3/1/05      26          37,099.15            32,762.14          4,337.01       1,186,070.66       1,221,652.78
-----------------------------------------------------------------------------------------------------------------------
        4/1/05      27          37,099.15            32,878.71          4,220.44       1,153,191.95       1,187,787.71
-----------------------------------------------------------------------------------------------------------------------
        5/1/05      28          37,099.15            32,995.71          4,103.44       1,120,196.24       1,153,802.13
-----------------------------------------------------------------------------------------------------------------------
        6/1/05      29          37,099.15            33,113.12          3,986.03       1,087,083.12       1,119,695.61
-----------------------------------------------------------------------------------------------------------------------
        7/1/05      30          37,099.15            33,230.95          3,868.20       1,053,852.17       1,085,467.74
-----------------------------------------------------------------------------------------------------------------------
        8/1/05      31          37,099.15            33,349.19          3,749.96       1,020,502.98       1,051,118.07
-----------------------------------------------------------------------------------------------------------------------
        9/1/05      32          37,099.15            33,467.86          3,631.29         987,035.12       1,016,646.17
-----------------------------------------------------------------------------------------------------------------------
       10/1/05      33          37,099.15            33,586.95          3,512.20         953,448.17         982,051.62
-----------------------------------------------------------------------------------------------------------------------
       11/1/05      34          37,099.15            33,706.46          3,392.69         919,741.71         947,333.96
-----------------------------------------------------------------------------------------------------------------------
       12/1/05      35          37,099.15            33,826.40          3,272.75         885,915.31         912,492.77
-----------------------------------------------------------------------------------------------------------------------
        1/1/06      36          37,099.15            33,946.77          3,152.38         851,968.54         877,527.60
-----------------------------------------------------------------------------------------------------------------------
        2/1/06      37          37,099.15            34,067.56          3,031.59         817,900.98         834,259.00
-----------------------------------------------------------------------------------------------------------------------
        3/1/06      38          37,099.15            34,188.79          2,910.36         783,712.19         799,386.43
-----------------------------------------------------------------------------------------------------------------------
        4/1/06      39          37,099.15            34,310.44          2,788.71         749,401.75         764,389.79
-----------------------------------------------------------------------------------------------------------------------

</TABLE>

                                                 Exhibit 10.18.14 - 40
<PAGE>
<TABLE>

       <S>          <C>       <C>                <C>                <C>                  <C>                <C>
-----------------------------------------------------------------------------------------------------------------------
        5/1/06      40          37,099.15            34,432.53          2,666.62         714,969.22         729,268.60
-----------------------------------------------------------------------------------------------------------------------
        6/1/06      41          37,099.15            34,555.05          2,544.10         680,414.17         694,022.45
-----------------------------------------------------------------------------------------------------------------------
        7/1/06      42          37,099.15            34,678.01          2,421.14         645,736.16         658,650.88
-----------------------------------------------------------------------------------------------------------------------
        8/1/06      43          37,099.15            34,801.40          2,297.75         610,934.76         623,153.46
-----------------------------------------------------------------------------------------------------------------------
        9/1/06      44          37,099.15            34,925.24          2,173.91         576,009.52         587,529.71
-----------------------------------------------------------------------------------------------------------------------
       10/1/06      45          37,099.15            35,049.52          2,049.63         540,960.00         551,779.20
-----------------------------------------------------------------------------------------------------------------------
       11/1/06      46          37,099.15            35,174.23          1,924.92         505,785.77         515,901.49
-----------------------------------------------------------------------------------------------------------------------
       12/1/06      47          37,099.15            35,299.39          1,799.76         470,486.38         479,896.11
-----------------------------------------------------------------------------------------------------------------------
        1/1/07      48          37,099.15            35,425.00          1,674.15         435,061.38         443,762.61
-----------------------------------------------------------------------------------------------------------------------
        2/1/07      49          37,099.15            35,551.06          1,548.09         399,510.32         407,500.53
-----------------------------------------------------------------------------------------------------------------------
        3/1/07      50          37,099.15            35,677.56          1,421.59         363,832.76         371,109.42
-----------------------------------------------------------------------------------------------------------------------
        4/1/07      51          37,099.15            35,804.51          1,294.64         328,028.25         334,588.82
-----------------------------------------------------------------------------------------------------------------------
        5/1/07      52          37,099.15            35,931.92          1,167.23         292,096.33         297,938.26
-----------------------------------------------------------------------------------------------------------------------
        6/1/07      53          37,099.15            36,059.77          1,039.38         256,036.56         261,157.29
-----------------------------------------------------------------------------------------------------------------------
        7/1/07      54          37,099.15            36,188.09            911.06         219,848.47         224,245.44
-----------------------------------------------------------------------------------------------------------------------
        8/1/07      55          37,099.15            36,316.85            782.30         183,531.62         187,202.25
-----------------------------------------------------------------------------------------------------------------------
        9/1/07      56          37,099.15            36,446.08            653.07         147,085.54         150,027.25
-----------------------------------------------------------------------------------------------------------------------
       10/1/07      57          37,099.15            36,575.77            523.38         110,509.77         112,719.97
-----------------------------------------------------------------------------------------------------------------------
       11/1/07      58          37,099.15            36,705.92            393.23          73,803.85          75,279.932
-----------------------------------------------------------------------------------------------------------------------
       12/1/07      59          37,099.15            36,836.53            262.62          36,967.32          37,706.67
-----------------------------------------------------------------------------------------------------------------------
        1/1/08      60          37,099.15            36,967.32            131.83             (0.00)              (0.00)
                               ----------           ----------           -------
-----------------------------------------------------------------------------------------------------------------------
                              $2,225,949.00      $2,000,000.00      $ 225,949.00
-----------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------
* After payment of loan payment due on such date
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

                                               Exhibit 10.18.14 - Page 41
<PAGE>


                                                     EXHIBIT B TO LOAN AGREEMENT



                        FORM OF CERTIFICATE OF ACCEPTANCE

         I, the  undersigned,  hereby  certify that I am the duly  qualified and
acting  _____________  of FineTech  Laboratories,  Ltd.  ("Borrower")  and, with
respect to the Loan Agreement dated as of December 1, 2002 (the  "Agreement") by
and among Borrower,  GE Capital Public Finance, Inc. ("Lender") and Rhode Island
Industrial Facilities Corporation ("Issuer"), that:

         1.  The  equipment  described  in  Exhibit  A  to  the  Agreement  (the
"Equipment")  has been  delivered and installed in  accordance  with  Borrower's
specifications and has been accepted by Borrower.

         2. Borrower has obtained from a reputable  insurance  company qualified
to do business in the State (as defined in the Agreement) insurance with respect
to all risks  required to be covered  thereby  pursuant  to Section  7.06 of the
Agreement.

         3. Attached to this  Certificate  of Acceptance  are Vendor  invoice(s)
and/or bill(s) of sale relating to the Equipment and, if such invoices have been
paid by Issuer or  Borrower,  evidence of payment  thereof  and, if  applicable,
evidence of official  intent to  reimburse  such payment as required by the Code
(as defined in the Agreement).

         4. All of the  representations  and warranties of Borrower contained in
the Agreement are true and correct as of the date hereof and no Default or Event
of Default has occurred thereunder.

Dated: __________ __, 2002.

Borrower:                                  FINETECH LABORATORIES, LTD.



                                           By__________________________________
                                           Title_______________________________
                                           Date________________________________






                             Exhibit 10.18.14 - 42
<PAGE>


                                                     EXHIBIT C TO LOAN AGREEMENT



                     FORM OF OPINION OF COUNSEL TO BORROWER

                                               December ___, 2002




Rhode Island Industrial Facilities Corporation
One West Exchange Street
Providence, RI 02903

FineTech Laboratories, Ltd.
500 Washington Street
Coventry, RI 02816

GE Capital Public Finance, Inc.
Suite 470
8400 Normandale Lake Boulevard
Minneapolis, MN 55437

         Re:  $2,000,000 Rhode Island Industrial Facilities Corporation
              Revenue Bond (Finetech Laboratories, Ltd. Project - 2002 Series)
              ----------------------------------------------------------------

Ladies and Gentlemen:

         We  have  acted  as  counsel  to  FineTech   Laboratories,   Ltd.  (the
"Borrower")  with respect to the  issuance  and  delivery of the bond  described
above (the "'Bond") and with respect to the Loan Agreement  dated as of December
1, 2002 (the "Loan Agreement") among GE Capital Public Finance, Inc. ("Lender"),
Rhode Island Industrial Facilities Corporation ("'Issuer") and the Borrower, the
Escrow Agreement of even date therewith (the "Escrow  Agreement")  among Lender,
Issuer,  Borrower and Marshall & Ilsley  Corporation,  as escrow agent,  the Tax
Regulatory  Agreement of even date  therewith (the "Tax  Regulatory  Agreement")
(the Loan Agreement,  the Escrow Agreement and the Tax Regulatory  Agreement may
be referred to herein  collectively  as the  "Agreements")  and various  related
matters and, in this capacity,  have reviewed a duplicate  original or certified
copy of the Agreements.

         The bonds are issued to finance the  acquisition  of certain  machinery
and equipment for facilities located at 500 Washington Street,  Coventry,  Rhode
Island and to install  such  machinery  and  equipment  thereon and therein (the
"Equipment") for the use in the  manufacturing of printed folding boxes,  cards,
tags and labels by the Borrower.

                  1. Borrower has been duly organized and is validly existing as
         a  corporation  in  good  standing  under  the  laws  of the  State  of
         ____________  with full power and authority to own its  properties  and
         conduct its business.

                  2.  Borrower  has full  power and  authority  to  execute  and
         deliver  the  Agreements  and to  carry  out  the  terms  thereof.  The
         Agreements  have  been  duly  and  validly  authorized,   executed  and
         delivered,  are in full force and  effect and are the legal,  valid and
         binding  contracts of Borrower  enforceable  in  accordance  with their
         respective  terms  (including  against claims of usury),  except to the
         extent  limited by state and federal  laws  affecting  remedies  and by


                             Exhibit 10.18.14 - 43
<PAGE>


         bankruptcy,  reorganization,  or  other  laws  of  general  application
         relating to or affecting the enforcement of creditors' rights.

                  3. No consent, authorization, approval or other action by, and
         no notice to, or filing with, any governmental  authority or regulatory
         body is required for the due  execution,  delivery and  performance  by
         Borrower of the Agreements,  except for such action which has been duly
         obtained or taken and is in full force and effect.

                  4. The  consummation of the  transactions  contemplated by the
         Agreements and the carrying out of the terms thereof will not result in
         violation of any provisions of the articles of  incorporation or bylaws
         of Borrower or result in the  violation  of any  provision  of, or in a
         default under, any indenture,  mortgage,  deed of trust,  indebtedness,
         agreement,  judgment,  decree,  order,  statute,  rule or regulation to
         which Borrower is a party or by which it or its property is bound.

                  5.  There  are  no  legal  or  governmental  actions,   suits,
         proceedings,   inquiries  or  investigations  pending,   threatened  or
         contemplated, or any basis therefor, to which Borrower is or may become
         a party or of which any property of Borrower is or may become  subject,
         other than ordinary routine litigation incident to the kind of business
         conducted by Borrower which, if determined adversely to Borrower, would
         not,  individually or in the aggregate,  have a material adverse effect
         on the financial position or results of operations of Borrower.

                  6.  There are no legal or  governmental  proceedings  pending,
         threatened  or  contemplated,   or  any  basis  therefor,   wherein  an
         unfavorable  decision,  ruling or finding  would  adversely  affect the
         validity  of  or  security  for  the  Bond,   the   Agreements  or  the
         transactions contemplated thereby.





                             Exhibit 10.18.14 - 44
<PAGE>


                  7.  Borrower  has  taken  all  steps  legally  required  as  a
         condition precedent to the execution and delivery of the Loan Agreement
         and to permit the  commencement of the  acquisition,  installation  and
         operation of the Equipment  (defined in the Loan  Agreement).  Borrower
         has made all submissions to governmental  authorities and has obtained,
         and  there  are  currently  in full  force and  effect,  all  consents,
         approvals, authorizations, accreditations, licenses, permits and orders
         of any  governmental  or regulatory  authority  that are required to be
         obtained  by  Borrower  to enable  the  Equipment  to be  acquired  and
         installed in accordance with the plans and specifications thereof.

                  8. The Equipment  constitutes  personal property and when used
         by Borrower will not become fixtures under applicable law.

                  9. The  provisions  of the Loan  Agreement  are  effective  to
         create a security  interest in favor of Lender,  as assignee of Issuer,
         in  all of the  Borrower's  right,  title  and  interest  in and to the
         Equipment and all proceeds  thereof.  Such  security  interest has been
         properly perfected and is subject to no liens or encumbrances.

         This  opinion  may be relied upon by the  addressees  hereto and any of
their successors and assigns.

                                        Very truly yours






                             Exhibit 10.18.14 - 45
<PAGE>


                                                     EXHIBIT D TO LOAN AGREEMENT

                         FORM OF OPINION OF BOND COUNSEL

                                     ___________ __, 2002

Rhode Island Industrial Facilities Corporation
One West Exchange Street
Providence, RI  02903

FineTech Laboratories, Ltd.
500 Washington Street
Coventry, RI  02816

GE Capital Public Finance, Inc.
Suite 470
8400 Normandale Lake Boulevard
Minneapolis, MN  55437

                                   $2,000,000
           Rhode Island Industrial Facilities Corporation Revenue Bond
              (FineTech Laboratories, Ltd. Project - 2002 Series )

Ladies and Gentlemen:

         We  have  acted  as  counsel  to  Rhode  Island  Industrial  Facilities
Corporation  ("Issuer")  in  connection  with the  issuance and sale of the bond
described  above (the "Bond") and with respect to the Loan Agreement dated as of
December 1, 2002 (the "Loan  Agreement")  among GE Capital Public Finance,  Inc.
("Lender"),  Issuer and FineTech  Laboratories,  Ltd.  ("Borrower"),  the Escrow
Agreement of even date therewith (the "Escrow Agreement") among Lender,  Issuer,
Borrower and Marshall & Ilsley Corporation,  as escrow agent, the Tax Regulatory
Agreement  of even date  therewith  (the "Tax  Regulatory  Agreement";  the Loan
Agreement, the Escrow Agreement and the Tax Regulatory Agreement may be referred
to herein  collectively as the "Agreements") and various related matters and, in
this  capacity,  have  reviewed a duplicate  original or  certified  copy of the
Agreements.  Based upon the  examination of these and such other documents as we
deem relevant, it is our opinion that:

         The Bonds are issued under and pursuant to the Rhode Island  Industrial
Facilities  Corporation  Act, being Chapter 37.1 of Title 45 of the Rhode Island
General Laws (1956), as amended, for the purpose of loaning the proceeds thereof
to FineTech  Laboratories,  Ltd. (the  "Borrower") to finance the acquisition of
certain  machinery and equipment by the Borrower for  facilities  located at 500
Washington  Street,  Coventry,  Rhode Island and to install such  machinery  and
equipment thereon and therein (the "Equipment") for manufacturing  purposes. The
proceeds of the Bond will be loaned to the Borrower pursuant to a Loan Agreement
dated as of  December  1, 2002 (the "Loan  Agreement")  among GE Capital  Public
Finance,  Inc.  (the  "Lender"),  the  Issuer  and the  Borrower  and an  Escrow
Agreement  dated as of December 1, 2002 among the Issuer,  Lender,  the Borrower


                             Exhibit 10.18.14 - 46
<PAGE>


and Marshall & Ilsley Corporation,  as Escrow Agent (the "Escrow Agent").  Under
the Loan Agreement,  the Borrower has agreed to make Loan Payments to be used to
pay  when  due the  principal  of,  Prepayment  Price  (as  defined  in the Loan
Agreement), premium (if any) and interest on the Bonds.

         We have examined executed counterparts of the following,  each dated as
of December 1, 2002: (i) the Loan Agreement,  (ii) the Escrow  Agreement,  (iii)
the Bond Purchase Agreement among the Lender,  the Issuer and the Borrower,  and
(iv) executed Bond No. R-1 (the "Issuer Documents").

         As to  questions of fact  material to our opinion,  we have relied upon
representations  of  the  Issuer  and  the  Borrower  contained  in  the  Issuer
Documents,   the  certified  proceedings  and  other  certifications  of  public
officials furnished to us, and certifications furnished to us by or on behalf of
the  Issuer  and  the  Borrower  without  undertaking  to  verify  the  same  by
independent investigation.

         Based upon the foregoing, we are of opinion that, under existing law:

         1. The Issuer is duly  created  and  validly  existing as a public body
corporate  and agency of the State of Rhode  Island and  Providence  Plantations
(the  "State")  with the  corporate  power to enter into and  perform the Issuer
Documents and to issue the Bond.

         2. The  Issuer  Documents  have  been  duly  authorized,  executed  and
delivered  by the Issuer  and are valid and  binding  obligations  of the Issuer
legally enforceable upon the Issuer in accordance with their terms.

         3. The Bond has been duly  authorized,  executed  and  delivered by the
Issuer,  is a  valid  and  binding  special  obligation  of the  Issuer  legally
enforceable  upon the Issuer in accordance with its terms, and the principal of,
Prepayment  Price,  premium,  if any, and  interest on, and any amounts  payable
pursuant to the terms of the Bond (collectively, the "Debt Service") are payable
solely  from  Loan  Payments  and  other  monies  and  security  under  the Loan
Agreement.

         4. The  interest on the Bond is excluded  from gross income for federal
income tax  purposes,  except for any period  during which the Bond is held by a
"substantial user" of the facilities  financed by the Bond or a "related person"
within the meaning of Section  147(a) of the Internal  Revenue Code of 1986,  as
amended,  (the "Code") and except that the Borrower or another person, by taking
action  within  three years  after the date  hereof that causes the  $10,000,000
limitation  set  forth  in  Section  144(a)(4)  of the  Code or the  $40,000,000
limitation set forth in Section 144(a)(10) of the Code to be exceeded, may cause
interest on the Bond to become included in the gross income  (retroactive to the
date hereof,  in the case of the $40,000,000  limitation) for federal income tax
purposes.  It should be noted,  however, that interest on the Bond is an item of
tax  preference for purposes of the federal  alternative  minimum tax imposed on
individuals and corporations.

         In addition to the foregoing  exceptions,  the opinion set forth in the
first sentence of this paragraph is subject to the condition that the Issuer and
the  Borrower  comply with all  requirements  of the Code that must be satisfied
subsequent  to the  issuance of the Bond in order that  interest  thereon be, or
continue to be, excluded from gross income for federal income tax purposes.  The
Issuer  and  Borrower  have  covenanted  to comply  with each such  requirement.
Failure to comply with certain  requirements may cause the inclusion of interest
on the Bond in gross income for federal income tax purposes to be retroactive to


                             Exhibit 10.18.14 - 47
<PAGE>


the date of issuance of the Bond. We express no opinion  regarding other federal
tax consequences arising with respect to the Bond.

         5. The Bond and the  interest  thereon are free from  taxation of every
kind by the State and by the  municipalities  and all political  subdivisions of
the State,  although  the Bond and any income  therefrom  may be included in the
measure of State estate taxes and of certain State corporate and business taxes.

         It is to be  understood  that the rights of the holders of the Bond and
the  enforceability  of the Bond and the  Issuer  Documents  may be  subject  to
bankruptcy,  insolvency,  reorganization,  moratorium  and  other  similar  laws
affecting  creditors'  rights  heretofore  or  hereafter  enacted  to the extent
constitutionally  applicable and that their  enforcement  may also be subject to
the exercise of judicial discretion in appropriate cases.

         This opinion  relates only to the laws of the State of Rhode Island and
federal  securities  laws,  and we express no opinion herein with respect to the
laws of any other  jurisdiction.  This opinion speaks as of the date hereof, and
we undertake no obligation  and hereby  disclaim any obligation to advise you of
any  change in any  matter  set forth  herein.  This  opinion is solely for your
benefit in  connection  with the  issuance  of the Bonds and may not be cited or
relied upon by any other  person or by you in  connection  with any other matter
without our firm's express written consent.

                                       Very truly yours,








                             Exhibit 10.18.14 - 48
<PAGE>


                                                     EXHIBIT E TO LOAN AGREEMENT

         FORM OF BOND

                STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS

THIS BOND HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND THEREFORE  CANNOT BE RESOLD UNLESS IT IS REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THIS
BOND  AND THE  INTEREST  THEREON  SHALL  NOT  CONSTITUTE  A DEBT,  LIABILITY  OR
OBLIGATION  OF THE  STATE OF RHODE  ISLAND  AND  PROVIDENCE  PLANTATIONS  OR ANY
POLITICAL  SUBDIVISION  THEREOF  AND NEITHER THE FAITH AND CREDIT NOR THE TAXING
POWER OF THE STATE OF RHODE ISLAND AND  PROVIDENCE  PLANTATIONS OR ANY POLITICAL
SUBDIVISION  THEREOF IS PLEDGED TO THE PAYMENT OF THE  PRINCIPAL OF, OR PREMIUM,
IF  ANY,  OR  THE  INTEREST  HEREON.  THE  RHODE  ISLAND  INDUSTRIAL  FACILITIES
CORPORATION IS NOT OBLIGATED TO PAY THE PRINCIPAL OF, OR PREMIUM, IF ANY, OR THE
INTEREST  HEREON,  EXCEPT FROM OR IN  CONNECTION  WITH THE  AGREEMENT  DESCRIBED
HEREIN.

           Rhode Island Industrial Facilities Corporation Revenue Bond
               (FineTech Laboratories, Ltd. Project- 2002 Series)

No.:  R-1         $2,000,000

                  Maturity Date                    Interest Rate:   4.27%
                  January 1, 2008

         RHODE ISLAND INDUSTRIAL  FACILITIES  CORPORATION,  a public corporation
and governmental agency of the State of Rhode Island and Providence  Plantations
(the  "State")  duly  created and validly  existing  under the laws of the State
(hereafter referred to as "Issuer"), for value received,  hereby promises to pay
GE Capital Public Finance,  Inc.,  8400  Normandale  Lake Boulevard,  Suite 470,
Minneapolis, Minnesota 55437, or to registered assigns, but solely from the Loan
Payments hereinafter described,  the principal sum of TWO MILLION DOLLARS in any
coin or  currency of the United  States of America  which on the date of payment
thereof is the legal tender for the payment of public and private debts,  and to
pay, solely from such Loan Payments, in like coin and currency,  interest on the
principal sum from the date hereof,  such  interest to be at the rates,  and all
such payments of interest,  principal or interest and principal to be payable at
the time and place, in the amounts and in accordance with the terms set forth in
that certain Loan Agreement dated as of December 1, 2002 (the "Loan  Agreement")
among  Issuer,  GE  Capital  Public  Finance,   Inc.   ("Lender")  and  FineTech
Laboratories,  Ltd. ("Borrower").  All terms used herein in capitalized form and
not otherwise  defined  herein shall have the meanings  ascribed  thereto in the
Loan Agreement.

         This Bond is payable as to principal and  prepayment  premium,  if any,
solely from Loan  Payments to be made by Borrower and is secured by, among other
things, a lien on the Equipment financed pursuant to the Loan Agreement.

         THIS BOND IS A SPECIAL  OBLIGATION OF THE ISSUER AND IS SECURED  SOLELY
BY A PLEDGE OF THE  REVENUES  AND  RECEIPTS  DERIVED  BY THE  ISSUER  FROM OR IN
CONNECTION  WITH THE LOAN  AGREEMENT AND THIS BOND SHALL NOT CONSTITUTE NOR GIVE
RISE TO ANY  PECUNIARY  LIABILITY  OR A CHARGE  AGAINST  THE  GENERAL  CREDIT OF


                             Exhibit 10.18.14 - 49
<PAGE>


ISSUER. THIS BOND AND THE INTEREST HEREON SHALL NOT CONSTITUTE A DEBT, LIABILITY
OR OBLIGATION OF THE STATE OR ANY POLITICAL  SUBDIVISION  THEREOF  (OTHER THAN A
SPECIAL  OBLIGATION  OF ISSUER)  AND NEITHER THE FAITH AND CREDIT NOR THE TAXING
POWER OF THE STATE NOR ANY  POLITICAL  SUBDIVISION  THEREOF  IS  PLEDGED  TO THE
PAYMENT OF THE PRINCIPAL  OF, OR PREMIUM,  IF ANY, OR THE INTEREST  HEREON,  NOR
SHALL ISSUER BE OBLIGATED TO PAY THE  PRINCIPAL  OF, OR PREMIUM,  IF ANY, OR THE
INTEREST HEREON EXCEPT FROM THE REVENUES  DERIVED FROM OR IN CONNECTION WITH THE
AGREEMENT AS AFORESAID.

         No covenant or  agreement  contained in this Bond shall be deemed to be
the covenant or agreement of any member, officer, attorney, agent or employee of
the Issuer in an individual  capacity.  No recourse shall be had for the payment
of the principal, or premium, if any, or the interest hereon, or any claim based
thereon  against any  officer,  member,  agent,  attorney or employee of Issuer,
past, present or future, or any successors or assigns,  as such, either directly
or through Issuer, or any such successor  corporation,  whether by virtue of any
constitutional  provision,  statute or rule of law, or by the enforcement of any
assessment  or penalty,  or  otherwise,  all of such  liability of such members,
officers,  agents,  attorneys or employees  being hereby released as a condition
of, and as a consideration for, the execution and delivery of this Bond.

         The  person in whose name this Bond is  registered  shall be deemed and
regarded as the  absolute  owner hereof for all  purposes,  and payment of or on
account of  principal,  premium or  interest to such  registered  owner shall be
valid and effectual to satisfy and discharge the liability upon this Bond to the
extent of the sum or sums so paid.

         This Bond is transferable only in minimum  denominations of $100,000 by
Lender upon prior written notice to the Issuer and the Borrower by an assignment
duly executed by Lender or its duly authorized  attorney and upon the concurrent
assignment  of the rights and  interests of Lender under the Loan  Agreement and
the  Assignment to the  transferee of this Bond;  provided,  however,  that each
Lender by its  acceptance  hereof  agrees that it shall not  transfer  this Bond
except in compliance with all applicable federal and state securities laws.

         This Bond is subject to prepayment  upon the terms and  conditions  set
forth in the Loan Agreement.

         It is hereby certified,  recited and declared that all acts, conditions
and things  required to exist to happen and to be performed  precedent to and in
the  issuance of this Bond  exist,  have  happened  and have been  performed  in
regular and due form and time as required  by the  Constitution  and laws of the
State  applicable  thereto  and  that  the  issuance  of this  Bond is in  fully
compliance with all  Constitutional  and statutory  limitations,  provisions and
restrictions.

         IN WITNESS WHEREOF,  Rhode Island Industrial Facilities Corporation has
issued  this Bond and has caused the same to be signed by the  signature  of its
authorized representative this ____ day of __________, 2002.

                                RHODE ISLAND INDUSTRIAL FACILITIES
                                CORPORATION

                                By:

                                Its:  Treasurer
                                    ------------------------------------






                             Exhibit 10.18.14 - 50
<PAGE>


                                   ASSIGNMENT

         FOR  VALUE   RECEIVED,   the   undersigned   ___________________   (the
"Transferor") hereby sells, assigns and transfers unto  ___________________ (the
"Transferee")


                        PLEASE INSERT SOCIAL SECURITY OR
                     OTHER IDENTIFYING NUMBER OF TRANSFEREE


                              --------------------

the within Bond and all rights thereunder,  and hereby  irrevocably  constitutes
and appoints ________________ as attorney to register the transfer of the within
Bond on the books kept for registration of transfer thereof,  with full power of
substitution in the premises.

Date:
Signature Guaranteed:


__________________________________

NOTICE:  Signature(s)  must be guaranteed by an eligible  guarantor  institution
which is a member of a recognized signature guarantee program,  i.e.. Securities
Transfer Agents Medallion  Program (STAMP),  Stock Exchanges  Medallion  Program
(SEMP) or New York Stock Exchange Medallion Signature Program.

NOTICE:  No transfer  will be  registered  and no new Bond will be issued in the
name of the Transferee, unless the signature(s) to this assignment correspond(s)
with the name as it appears on the face of the within Bond in every  particular,
without alteration or enlargement or any change whatever and the Social Security
or Federal Employer Identification Number of the Transferee is supplied.






                             Exhibit 10.18.14 - 51

<PAGE>


                                                     EXHIBIT G TO LOAN AGREEMENT


         FORM OF OPINION OF ISRAELI COUNSEL



                                                     December ___, 2002

Rhode Island Industrial Facilities Corporation
One West Exchange Street
Providence, RI 02903

FineTech Laboratories, Ltd.
500 Washington Street
Coventry, RI 02816

GE Capital Public Finance, Inc.
Suite 470
8400 Normandale Lake Boulevard
Minneapolis, MN 55437

          Re: $2,000,000 Rhode Island Industrial Facilities Corporation

              REVENUE BOND (FINETECH LABORATORIES, LTD. PROJECT - 2002 SERIES)

Ladies and Gentlemen:

         We  have  acted  as  counsel  to  FineTech   Laboratories,   Ltd.  (the
"Borrower")  with respect to the  issuance  and  delivery of the bond  described
above (the "'Bond") and with respect to the Loan Agreement  dated as of December
1, 2002 (the "Loan Agreement") among GE Capital Public Finance, Inc. ("Lender"),
Rhode Island Industrial Facilities Corporation ("'Issuer") and the Borrower, the
Escrow Agreement of even date therewith (the "Escrow  Agreement")  among Lender,
Issuer,  Borrower and Marshall & Ilsley  Corporation,  as escrow agent,  the Tax
Regulatory  Agreement of even date  therewith (the "Tax  Regulatory  Agreement")
(the Loan Agreement,  the Escrow Agreement and the Tax Regulatory  Agreement may
be referred to herein  collectively  as the  "Agreements")  and various  related
matters and, in this capacity,  have reviewed a duplicate  original or certified
copy of the Agreements.

         The bonds are issued to finance the  acquisition  of certain  machinery
and equipment for facilities located at 500 Washington Street,  Coventry,  Rhode
Island and to install  such  machinery  and  equipment  thereon and therein (the
"Equipment") for the use in the  manufacturing of printed folding boxes,  cards,
tags and labels by the Borrower.

                  1. Borrower has been duly organized and is validly existing as
         a  corporation  in  good  standing  under  the  laws  of the  State  of
         ____________  with full power and authority to own its  properties  and
         conduct its business.

                  2.  Borrower  has full  power and  authority  to  execute  and
         deliver  the  Agreements  and to  carry  out  the  terms  thereof.  The
         Agreements  have  been  duly  and  validly  authorized,   executed  and
         delivered,  are in full force and  effect and are the legal,  valid and
         binding  contracts of Borrower  enforceable  in  accordance  with their
         respective  terms  (including  against claims of usury),  except to the
         extent  limited by state and federal  laws  affecting  remedies  and by


                             Exhibit 10.18.14 - 52
<PAGE>

         bankruptcy,  reorganization,  or  other  laws  of  general  application
         relating to or affecting the enforcement of creditors' rights.

                  3. No consent, authorization, approval or other action by, and
         no notice to, or filing with, any governmental  authority or regulatory
         body is required for the due  execution,  delivery and  performance  by
         Borrower of the Agreements,  except for such action which has been duly
         obtained or taken and is in full force and effect.

                  4. The  consummation of the  transactions  contemplated by the
         Agreements and the carrying out of the terms thereof will not result in
         violation of any provisions of the articles of  incorporation or bylaws
         of Borrower or result in the  violation  of any  provision  of, or in a
         default under, any indenture,  mortgage,  deed of trust,  indebtedness,
         agreement,  judgment,  decree,  order,  statute,  rule or regulation to
         which Borrower is a party or by which it or its property is bound.

                  5.  There  are  no  legal  or  governmental  actions,   suits,
         proceedings,   inquiries  or  investigations  pending,   threatened  or
         contemplated, or any basis therefor, to which Borrower is or may become
         a party or of which any property of Borrower is or may become  subject,
         other than ordinary routine litigation incident to the kind of business
         conducted by Borrower which, if determined adversely to Borrower, would
         not,  individually or in the aggregate,  have a material adverse effect
         on the financial position or results of operations of Borrower.

                  6.  There are no legal or  governmental  proceedings  pending,
         threatened  or  contemplated,   or  any  basis  therefor,   wherein  an
         unfavorable  decision,  ruling or finding  would  adversely  affect the
         validity  of  or  security  for  the  Bond,   the   Agreements  or  the
         transactions contemplated thereby.



                             Exhibit 10.18.14 - 53
<PAGE>


                  7.  Borrower  has  taken  all  steps  legally  required  as  a
         condition precedent to the execution and delivery of the Loan Agreement
         and to permit the  commencement of the  acquisition,  installation  and
         operation of the Equipment  (defined in the Loan  Agreement).  Borrower
         has made all submissions to governmental  authorities and has obtained,
         and  there  are  currently  in full  force and  effect,  all  consents,
         approvals, authorizations, accreditations, licenses, permits and orders
         of any  governmental  or regulatory  authority  that are required to be
         obtained  by  Borrower  to enable  the  Equipment  to be  acquired  and
         installed in accordance with the plans and specifications thereof.

                  8. The Equipment  constitutes  personal property and when used
         by Borrower will not become fixtures under applicable law.

                  9. The  provisions  of the Loan  Agreement  are  effective  to
         create a security  interest in favor of Lender,  as assignee of Issuer,
         in  all of the  Borrower's  right,  title  and  interest  in and to the
         Equipment and all proceeds  thereof.  Such  security  interest has been
         properly perfected and is subject to no liens or encumbrances.

         This  opinion  may be relied upon by the  addressees  hereto and any of
their successors and assigns.

                                Very truly yours






                             Exhibit 10.18.14 - 54
<PAGE>


                                                     EXHIBIT H TO LOAN AGREEMENT


                 FORM OF CERTIFICATE OF CHIEF FINANCIAL OFFICER

         I, the  undersigned,  hereby  certify that I am the duly  qualified and
acting chief financial officer of _______________ ("Borrower") and, with respect
to Section  [7.01(a)/7.01(b)]  of the Loan Agreement dated as of _________,  ___
(the  "Agreement")  by and among  Borrower,  GE  Capital  Public  Finance,  Inc.
("Lender") and _______________ ("Issuer"), that:

         1. The attached  financial  statements have been prepared in accordance
with generally accepted accounting principles applied on a consistent basis.

         2. I have no  knowledge  of any  Default or Event of Default  under the
Agreement.

         [3.  Section ___ of the  Agreement  requires  Borrower to maintain  its
ration  of  Debt o  Tangible  Net  Worth  at not  more  than  ___ to  1.00.  The
calculation of such ration is set forth below:





         4. Section ___ of the Agreement  requires Borrower to maintain its Debt
Service  Coverage  Ratio at not less than ___ to 1.00.  The  calculation of such
ratio is set forth below:

         5.  Section ___ of the  Agreement  requires  Borrower  to maintain  its
Tangible Net Worth at not less than $_______.  Borrower's  Tangible Net Worth is
$________.]

Dated:   __________, 20__.

                                    BORROWER:


                                    By:__________________________________

                                    Title: Chief Financial Officer
                                    Date:________________________________







                             Exhibit 10.18.14 - 55

</TEXT>
</DOCUMENT>
