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                                    TERM NOTE

$1,500,000
                                                              September 30, 1998
                                                              New York, New York

For value received, the receipt and sufficiency of which are hereby
acknowledged, POLYCHEM CORPORATION, a Pennsylvania corporation ("Borrower"),
hereby promises to pay to the order of GENERAL ELECTRIC CAPITAL CORPORATION, a
New York corporation ("Lender"), $1,500,000, together with interest on the
unpaid balance of such amount from the date of this Note. This Note is the Term
Note issued under the Loan and Security Agreement between Borrower and Lender of
even date herewith (said agreement, as the same may be amended, restated or
supplemented from time to time, being herein called the "Agreement") to which a
reference is made for a statement of all of the terms and conditions of the Loan
evidenced hereby. Capitalized terms not defined in this Note shall have the
respective meanings assigned to them in the Agreement. This Note is secured by
the Agreement, the other Loan Documents and the Collateral, and is entitled to
the benefit of the rights and security provided thereby.

Interest on the outstanding principal balance under this Note is payable at the
Term Loan Rate or, under the circumstances contemplated by the Agreement, at the
Default Rate, in immediately available United States Dollars at the time and in
the manner specified in the Agreement. The outstanding principal and interest
under this Note shall be immediately due and payable on the Commitment
Termination Date, and prior to the Commitment Termination Date, the outstanding
principal shall be due and payable in accordance with the schedule attached as
Schedule G-1 hereto and incorporated herein by reference.

Payments received by Lender shall be applied against principal and interest as
provided for in the Agreement. To the fullest extent permitted by applicable
law, Borrower waives: (a) presentment, demand and protest, and notice of
presentment, dishonor, intent to accelerate, acceleration, protest, default,
nonpayment, maturity, release, compromise, settlement, extension or renewal of
any or all of the Obligations, the Loan Documents or this Note; (b) all rights
to notice and a hearing prior to Lender's taking possession or control of, or to
Lender's replevy, attachment or levy upon, the Collateral or any bond or
security that might be required by any court prior to allowing Lender to
exercise any of its remedies; and (c) the benefit of all valuation, appraisal
and exemption laws.

Borrower acknowledges that this Note is executed as part of a commercial
transaction and that the proceeds of this Note will not be used for any personal
or consumer purpose.

Borrower agrees to pay to Lender all Fees and expenses described in the
Agreement.

Upon the occurrence of any one or more of the Events of Default specified in the
Agreement, all amounts then remaining unpaid on this Note shall become, or may
be declared to be, immediately due and payable, all as provided therein.


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BORROWER ACKNOWLEDGES THAT BORROWER HAS WAIVED THE RIGHT TO TRIAL
BY JURY IN ANY ACTION OR PROCEEDING ON THIS NOTE. THIS NOTE IS GOVERNED
BY THE LAW OF THE STATE OF NEW YORK.



                                                 POLYCHEM CORPORATION



                                                 By: /s/ Theodore F. Rutkowski  
                                                     ---------------------------
                                                     Name: Theodore F. Rutkowski
                                                     Title: President

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               SCHEDULE G-1 TO TERM NOTE DATED SEPTEMBER 30, 1998

                 IN THE ORIGINAL PRINCIPAL AMOUNT OF $1,500,000

                          MADE BY POLYCHEM CORPORATION



                              Amortization Schedule

The Term Loan shall amortize in equal monthly principal installments of $25,000
payable on the first day of each month, with a balloon payment of the remaining
outstanding balance on the Commitment Termination Date.






