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                                                                   Exhibit 10.31



                                                                  [Martin Trust]


                          SUBORDINATED PROMISSORY NOTE


$101,600                                                          March 15, 1999
No. 3                                                            Cleveland, Ohio


FOR VALUE RECEIVED, the undersigned, Specialty Chemical Resources, Inc., a
Delaware corporation ("Maker"), hereby promises to pay to Martin Trust ("Payee")
the principal sum of One Hundred One Thousand Six Hundred Dollars ($101,600) on
January 15, 2001, together with accrued and unpaid interest thereon. All
principal and interest under this Note shall be payable in lawful currency of
the United States of America, in cash or by check, or at Payee's option, in
shares of common stock of Maker based upon the fair market value of the common
stock as of the Stockholder Authorization Date (as discussed below), to Payee at
c/o Trust Investments, Inc., 52 Stiles Road, Salem, New Hampshire 03079. This
Note shall bear interest, commencing on the date hereof and payable at maturity
at a rate equal to twelve percent (12%) per annum, based on a 360 day year.

All or any part of the outstanding principal and interest due under this Note
may be prepaid at any time without penalty or premium.

Notwithstanding the foregoing, Payee may demand full payment of all principal
and accrued interest due under this Note at any time after such date (the
"Stockholder Authorization Date") as Maker has authorized, unissued and
unreserved shares of its common stock sufficient to pay all outstanding
principal and interest in full under all Notes in the Series (defined below).
Upon such demand by Payee, all outstanding principal and accrued and unpaid
interest due under this Note shall be paid to Payee by issuance of shares of
common stock of Maker (as equitably adjusted for any stock dividends,
combinations, subdivisions, splits, reclassifications, exchanges,
recapitalizations or the like) based upon the fair market value of the common
stock as of the Stockholder Authorization Date. The fair market value as of the
Stockholder Authorization Date will be the average closing price of the common
stock for the five consecutive trading days prior to the Stockholder
Authorization Date. If Maker is a party to a consolidation or merger or a
transfer or lease of all or substantially all of its assets, the right to demand
payment of this Note in common stock (to the extent not previously exercised)
may be changed into a right to demand payment of it in securities, cash or other
assets of Maker or another entity.

Maker hereby waives presentment, demand, notice of dishonor, protest and notice
of nonpayment and protest.

The payment of principal under and interest on this Note is subordinated to the
prior payment in full of all Senior Debt (defined below) and the termination of
all financing arrangements between Maker and the holders of Senior Debt, as
provided herein.

         (a) Upon maturity of any Senior Debt by lapse of time, acceleration or
         otherwise, then all principal of, premium, if any, and interest on, and
         any other amount due pursuant to the terms of the instruments or
         agreements creating, relating to or evidencing all such matured Senior
         Debt shall

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         first be paid in full before any payment on account of principal or
         interest or any other amount due is made upon this Note.

         (b) In the event of any insolvency, bankruptcy, liquidation,
         reorganization or other similar proceedings, or any receivership
         proceedings in connection therewith, relative to Maker or its creditors
         or its property, and in the event of any proceedings for voluntary
         liquidation, dissolution, or other winding up of Maker, whether or not
         involving insolvency or bankruptcy proceedings, then all principal,
         premium, if any, and interest due on and any other amount due pursuant
         to the terms of the instruments or agreements creating, relating to or
         evidencing Senior Debt shall first be paid in full before any payment
         on account of principal or interest or any other amount due is made
         upon this Note. Except as may otherwise be ordered by a court of
         competent jurisdiction, any payment or distribution of any kind or
         character, whether in cash, property, stock, or obligations, which may
         be payable or deliverable in respect of this Note in any of the
         proceedings referred to in the first sentence hereof shall be paid or
         delivered directly to the holders of Senior Debt for application in
         payment thereof, unless and until all principal and interest on, and
         any other amount due in respect of, Senior Debt shall have been paid in
         full.

         (c) Maker shall not make any, and the Payee shall not accept or
         receive, payment of principal or interest on, or any amounts in respect
         of, or purchase or acquire for value (and Payee shall not offer for
         sale or otherwise cause Maker to purchase or acquire for value) this
         Note if, either immediately before or after any such payment is
         received by Payee, an event of default as defined in any indenture,
         agreement or instrument creating or evidencing Senior Debt shall exist
         or any event which, with the passage of time or the giving of notice or
         both, would constitute an event of default as defined in any indenture,
         agreement or instrument creating or evidencing Senior Debt shall exist.
         Maker shall give prompt written notice to Payee of any default or of
         any event which, with the passage of time or the giving of notice or
         both, would constitute an event of default, under any Senior Debt or
         under any agreement pursuant to which Senior Debt may have been issued,
         but failure to give such notice shall not affect the subordination of
         this Note to the Senior Debt as provided herein. Should any payment or
         distribution be received by Payee prior to the payment in full of all
         Senior Debt and termination of all financing arrangements between Maker
         and the holders of the Senior Debt, and such payment violates any
         provision of this Note, Payee shall receive and hold the same in trust
         for the benefit of the holders of the Senior Debt.

         (d) The provisions of this Note are for the purpose of defining the
         relative rights of the holders of Senior Debt, on the one hand, and
         Payee on the other hand, and, as between Maker and Payee, nothing
         herein shall impair the obligation of Maker, which is unconditional and
         absolute, to pay Payee the principal of and interest on this Note in
         accordance with the terms of this Note, nor shall anything herein
         prevent Payee from exercising all remedies otherwise permitted by
         applicable law upon a default under this Note, subject to the rights
         under this Note of holders of Senior Debt in respect of cash, property,
         stock or other securities received upon the exercise of such remedies.

         (e) Subject to the payment in full of all Senior Debt, Payee shall be
         subrogated to the rights of the holders of Senior Debt to receive
         payments or distributions of assets of Maker payable or distributable
         to the holders of Senior Debt until this Note shall be paid in full
         and, as between Maker, its creditors, other than the holders of Senior
         Debt, and Payee, no payments or distributions



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         otherwise payable or deliverable in respect of Payee, but, by virtue of
         the provisions hereof, paid or delivered to the holders of Senior Debt,
         shall be deemed to be a payment by Maker on account of Senior Debt, and
         no payments or distributions paid to Payee, by virtue of the
         subrogation herein provided for, shall be deemed to be a payment by
         Maker on account of this Note. The holders of the Senior Debt shall be
         subrogated to Payee with respect to their claims against Maker and
         their rights, liens and security interests, if any, in any of the
         Maker's assets and the proceeds thereof until all Senior Debt shall
         have been paid and all financing arrangements between Maker and the
         Holders of the Senior Debt have been terminated.

         (f) No right of any present or future holder of Senior Debt to enforce
         subordination as herein provided shall at any time in any way be
         prejudiced or impaired by any act or failure to act on the part of
         Maker or by any act or failure to act in good faith by any such holder,
         or by any noncompliance by Maker with the terms, provisions, and
         covenants of any agreement relating to Senior Debt, regardless of any
         knowledge thereof any such holder may have or be otherwise charged
         with. Payee authorizes each holder of Senior Debt to (i) change any
         terms relating to the Senior Debt or any agreement relating thereto,
         (ii) make new loans or extend further credit to Maker, grant renewals,
         increases or extensions for time of payment of the Senior Debt, (iii)
         take or omit to take any action for the enforcement of, or waive any
         rights with respect to, any Senior Debt, and (iv) enter into such
         agreements as the holders of the Senior Debt may deem proper affecting
         any collateral for the Senior Debt, or exchange, sell, release,
         surrender or otherwise deal with such collateral, in each such case
         without invalidating or impairing the subordination provided for
         herein.

         (g) Payee may not exercise any rights or remedies against Maker to
         enforce or collect upon this Note or any amounts due in connection with
         this Note, take possession of assets of or foreclose upon any such
         assets, whether by judicial action or otherwise, unless and until all
         of the Senior Debt shall have been fully and finally paid and satisfied
         with interest and all financing arrangements between Maker and the
         holders of Senior Debt have been terminated; provided, however, that,
         subject to the right of the holders of Senior Debt to receive prior
         payment in full under the terms hereof, if Maker defaults under this
         Note, then Payee may exercise any and all rights and remedies in
         respect of such Event of Default, but only after expiration of the
         179-day period commencing upon actual receipt by the holder of the
         Senior Debt of notice of such a default.

         (h) "Senior Debt" means all principal of and interest on, and any other
         payment due pursuant to the terms of instruments or agreements
         creating, relating to or evidencing Indebtedness (defined below) of
         Maker (other this Note), whether outstanding on the date hereof or
         thereafter created, incurred, assumed or guaranteed by Maker for money
         borrowed from others or in connection with the acquisition by it or any
         subsidiary of any other business or entity or of any properties or
         assets, and, in each case, all renewals, extensions, refinancings or
         refundings thereof, unless the terms of the instrument or agreement
         creating, relating to or evidencing such Indebtedness expressly provide
         that such Indebtedness is not superior in right of payment to the
         payment of principal and interest on this Note. Notwithstanding the
         foregoing, Senior Debt shall not include (i) any Indebtedness or
         liability for compensation to employees, or for goods or materials
         purchased in the ordinary course of business or for services, and (ii)
         any Indebtedness of Maker to a subsidiary, direct or indirect, of Maker
         for money borrowed or advanced from such subsidiary.



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         (i) "Indebtedness" means (A) any indebtedness, obligation or liability
         (whether matured or unmatured, liquidated or unliquidated, direct or
         indirect, absolute or contingent or joint or several) of any person or
         entity (i) for or in respect of borrowed money, (ii) evidenced by a
         note, debenture or similar instrument (including a purchase money
         obligation) given in connection with the acquisition of any property or
         assets, including securities, (iii) for the payment of money relating
         to any other transaction (including forward sale or purchase
         agreements, capitalized lease obligations (but not operating leases)
         and conditional sales agreements) having the commercial effect of a
         borrowing of money entered into by such person or entity to finance its
         operations or capital requirements; or (iv) for the maximum fixed
         repurchase price of any equity securities of such person or entity
         which by their terms or otherwise are required to be redeemed prior to
         the maturity of this Note or at the option of the holder thereof; (B)
         any liability of others described in the preceding clause (A) which the
         person or entity has guaranteed or for which it is otherwise legally
         liable; and (C) any deferral, renewal, refinancing, extension or
         refunding of, or amendment, modification or supplement to, any
         liability of the types referred to in clauses (A) and (B) above, but
         shall not include indebtedness or amounts owed (except to banks or
         other financing institutions) for compensation to employees, or for
         goods or materials purchased, or services utilized, in the ordinary
         course of business of any person or entity. For purposes hereof, the
         "maximum fixed repurchase price" of any equity securities, which price
         is based upon, or measured by, the fair market value of such equity
         securities, means, as of any date, the fair market value thereof as
         determined in good faith by the Board of Directors of Maker.

         (j) Notwithstanding anything to the contrary contained herein, this
         Note may be paid and satisfied in full upon demand by Payee by Maker's
         issuance of its common stock as payment of all principal and accrued
         interest as discussed herein.

This Note is non-transferable prior to its January 15, 2001 maturity date;
provided, however, that the holder hereof may transfer this Note prior to such
date to an affiliate (as defined in the Securities Exchange Act of 1934) of such
holder.

This Note is part of a series of Subordinated Promissory Notes issued by Maker
on the date hereof aggregating Three Hundred Four Thousand Eight Hundred Dollars
($304,800) in principal amount (the "Series"). No payment of principal or
interest on this Note shall be made or accepted unless and until a pro rata
payment of principal or interest is made as to all Notes in the Series.



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This Note may not be amended or modified unless and until all Notes in the
Series are subject to the same amendment or modification. Any such amendment or
modification requires the written approval of the holder of this Note and all
other Notes in the Series.

This Note shall be governed by and construed in accordance with the laws of the
State of Ohio.

SPECIALTY CHEMICAL RESOURCES, INC.


By: /s/ COREY B. ROTH
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Name: Corey B. Roth
Title: President



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