Exhibit 10.5


                                 PROMISSORY NOTE
                           (Revolving Line of Credit)


$6,000,000.00                                                     March 16, 2007
                                                                Albany, New York

FOR  VALUE  RECEIVED,  the  undersigned,   BALCHEM  CORPORATION,  a  corporation
organized  and  existing  under the laws of the State of Maryland  and having an
address of P.O.  Box 600,  52 Sunrise  Park Road,  New  Hampton,  New York 10958
(herein called the  "Company"),  hereby  promises to pay to the order of BANK OF
AMERICA,  N.A.  (successor by merger to Fleet National Bank), a national banking
association  organized  and  existing  under  the laws of the  United  States of
America,  its successors and assigns  (herein called the "Payee" or the "Bank"),
at such Payee's office at 69 State Street, Albany, New York 12207, or such other
location as the Payee shall  designate in writing from time to time,  the unpaid
amount of all sums that have been  advanced to or for the benefit of the Company
in accordance with the terms hereof in an amount not to exceed the principal sum
of SIX MILLION AND NO\100 DOLLARS  ($6,000,000.00),  less the face amount of all
commercial  letters of credit and standby  letters of credit issued by the Payee
at the request of the Borrower  during the term  hereof,  which  aggregate  face
amount  of  said   letters  of  credit   cannot   exceed  Six  Million   Dollars
($6,000,000.00)  at any one time  outstanding,  together  with  interest  on the
disbursed,  unpaid  principal or, if less, the aggregate unpaid principal amount
due hereunder,  together with interest at the rate specified below until paid in
full.  The records of the Payee  maintained  in the ordinary  course of business
shall be prima facie  evidence  of the  existence  and amounts of the  Company's
obligations recorded therein. All computations of interest under this Note shall
be made on the basis of a three  hundred  sixty  (360)  day year and the  actual
number of days elapsed.

DEFINITIONS.  As used  herein,  the  following  terms  shall have the  following
meanings:

      "Adjusted  Libor  Rate" - Means a rate per  annum  subject  to  adjustment
approximately each one month equal to the Libor Rate plus one percent (1.00%).

      "Advance  Notice" - The notice to be  delivered by the Company to the Bank
from time to time in the form of Exhibit "A" attached hereto,  which shall serve
as a request by the Company that the Bank advance a Loan Portion.

      "Business  Day" - In respect of any date that is  specified in the Note to
be subject to adjustment in accordance  with applicable  Following  Business Day
Convention, a day which commercial banks settle payment in London if the payment
obligation is calculated by reference to any Libor Rate.

      "Default  Rate" - A per annum rate of two  percent  (2%) above the rate of
interest otherwise applicable to the Note.


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<PAGE>

      "Event of  Default" - Any of those  events  defined as an Event of Default
under the Loan Agreement.

      "Following  Business Day  Convention" - The  convention  for adjusting any
relevant  date if it would  otherwise  fall on a day that is not a Business Day.
The term  "Business  Day",  when used in  conjunction  with the term  "Following
Business Day Convention" and a date,  shall mean that an adjustment will be made
if that date would  otherwise  fall on a day that is not a Business  Day so that
the date will be the first following day that is a Business Day.

      "Libor  Interest  Rate  Period"  - The one month  (or  slightly  longer or
shorter)  period  during  which the Adjusted  Libor Rate is in effect  provided,
however, that in no event shall any Libor Interest Rate Period extend beyond the
Maturity Date of this Loan.

      "Libor Rate" - Means the interest rate determined by the following formula
(all amounts in the  calculation  will be determined by the Bank as of the first
day of the Libor Interest Rate Period):

            Libor Rate=   London Inter-Bank Offered Rate
                          ------------------------------
                            (1.00-Reserve Percentage)

      "Loan" - The Loan of up to $6,000,000.00 by the Lender to the Company that
is the subject of this Note.

      "Loan  Agreement" - Means the loan agreement  dated the date hereof by and
between  the Company  and the Bank as such may be amended or  supplemented  from
time to time.

      "Loan Portion" - Each advance of Loan proceeds by the Bank to the Company,
each of which advances will be treated  separately for the purposes of computing
interest.  Each such Loan Portion  shall accrue  interest at the Adjusted  Libor
Rate.

      "London  Inter-Bank  Offered  Rate"  -  Means,  for any  applicable  Libor
Interest  Rate  Period,  the  rate  per  annum  equal  to  the  British  Bankers
Association  LIBOR  Rate  ("BBA  LIBOR"),  as  published  by  Reuters  (or other
commercially  available source providing  quotations of BBA LIBOR as selected by
the Bank from time to time) at  approximately  11:00  a.m.  London  time two (2)
London Banking Days before the  commencement  of the  applicable  Libor Interest
Rate Period,  for U.S.  Dollar  deposits  (for delivery on the first day of such
Interest  Period) with a term equivalent to such Libor Interest Rate Period.  If
such rate is not  available at such time for any reason,  then the rate for that
Libor  Interest  Rate  Period will be  determined  by such  alternate  method as
reasonably  selected by the Bank. A "London Banking Day" is a day on which banks
in London are open for business and dealing in offshore dollars.

      "Maturity Date" - May 31, 2009.


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<PAGE>

      "Prime Rate" - Means the rate of interest publicly  announced from time to
time by the Bank as its Prime  Rate.  The Prime Rate is set by the Bank based on
various factors, including the Bank's costs and desired return, general economic
conditions  and other factors and is used as a reference  point for pricing some
loans.  The Bank may price loans to its  customers  at, above or below the Prime
Rate.  Any change in the Prime Rate shall take effect at the opening of business
on the day specified in the public  announcement of a change in the Bank's Prime
Rate.

      "Reserve  Percentage" - Means the total of the maximum reserve percentages
for  determining  the reserves to be  maintained  by member banks of the Federal
Reserve System for Eurocurrency  Liabilities,  as defined in the Federal Reserve
Board  Regulation  D, rounded  upward to the nearest  1/100 of one percent.  The
percentage  will be expressed as a decimal and will include,  but not be limited
to, marginal, emergency, supplemental, special and other reserve percentages.

ADVANCES.  Advances  under this Note shall be  reflected  on the  records of the
Payee which said records  shall be  conclusive  absent  manifest  error.  In the
absence of an Event of Default or an event  which,  but for the passage of time,
the  giving of notice  or both  would  constitute  an Event of  Default,  as the
Company  makes  repayments  of  principal,  it shall be  permitted  to re-borrow
hereunder until the Maturity Date. When requesting each advance of Loan proceeds
from the Bank,  the Company shall deliver to the Bank an Advance  Notice setting
forth the amount of the Loan Portion.  Notwithstanding  anything to the contrary
set forth herein,  the Bank shall not be obligated to honor an Advance Notice in
the event either (i) dollar deposits in the principal amount requested,  and for
the periods equal to the applicable Libor Interest Rate Period selected, are not
available  in the  London  inter-bank  market  or (ii) the  Libor  Rate does not
accurately  reflect the cost of said requested  principal amount, in which event
the interest rate shall be determined by the Bank based upon a comparable  Prime
Rate based rate of interest until such time as said conditions no longer exist.

PAYMENTS.  In the event the entire  amount of any payment due  hereunder  is not
paid  within  ten (10)  days  after  the same is due,  a late fee  equal to five
percent  (5%) of the  required  payment  will be charged by the Payee  provided,
however,  that such late fee shall not exceed  $10,000.00  in the  aggregate per
incident and shall not exceed  $10,000.00 in the aggregate  upon the maturity or
acceleration of the principal balance.

      Accrued  interest  shall  be  payable  on  the  first  day  of  the  month
immediately  succeeding  the  date of this  Note  and on the  first  day of each
succeeding  month  thereafter  during  the term of this  Note and all  disbursed
unpaid  principal  together with accrued  interest will be paid in full no later
than the Maturity  Date.  All payments  shall be applied first to the payment of
all fees,  expenses and other amounts due to the Payee (excluding  principal and
interest),  then to accrued  interest and the balance on account of  outstanding
principal;  provided,  however that after the occurrence of an Event of Default,
payments will be applied to the  obligations  of the Company to the Payee as the
Payee determines in its sole  discretion.  All payments shall be in lawful money
of the United States in


                                     - 3 -
<PAGE>

immediately  available funds,  without counterclaim or setoff and free and clear
of and without any deduction or withholding for, any taxes or other payments and
are subject to the  Following  Business Day  Convention  with respect to date of
payment.

PREPAYMENT.  The Company may prepay a Loan  Portion only upon at least three (3)
Business  Days  prior  written  notice  to  the  Bank  (which  notice  shall  be
irrevocable),  and any such  prepayment  shall occur only on the last day of the
Libor  Interest  Rate  Period.  Each  prepayment  of  a  Loan  Portion,  whether
voluntary,  by reason of acceleration  or otherwise,  will be accompanied by the
amount of  accrued  interest  on the  amount  prepaid  and a  prepayment  fee as
described below. A "prepayment" is a payment of an amount on a date earlier than
the  scheduled  payment  date for such  amounts as  required  by this Note.  The
prepayment fee will be the sum of fees calculated separately for each Prepayment
Installment, as follows:

            (i) The Bank will first determine the amount of interest which would
      have accrued  each month for the  Prepayment  Installment  had it remained
      outstanding until the applicable Original Payment Date, using the interest
      rate applicable to the Prepayment Installment under this Note.

            (ii) The Bank will then subtract,  from each monthly interest amount
      determined  in (i) above,  the amount of interest  which would  accrue for
      that  Prepayment  Installment  if it  were  reinvested  from  the  date of
      prepayment through the Original Payment Date, using the Treasury Rate.

            (iii) If (i) minus (ii) for the  Prepayment  Installment  is greater
      than zero,  the Bank will discount the monthly  differences to the date of
      prepayment  by the Treasury  Rate.  The Bank will then add together all of
      the discounted monthly differences for the Prepayment Installment.

The following definitions will apply to the calculation of the prepayment fee:

            (i)  "Original  Payment  Dates"  mean the dates on which the prepaid
      principal would have been paid if there had been no prepayment.  If any of
      the  principal  would  have  been  paid  later  than the end of the  Libor
      Interest  Rate  Period  in  effect  at the  time of  prepayment,  then the
      Original  Payment  Date for that  amount will be the last day of the Libor
      Interest Rate Period.

            (ii)  "Prepayment  Installment"  means  the  amount  of the  prepaid
      principal which would have been paid on a single Original Payment Date.

            (iii)  "Treasury  Rate"  means  the  interest  rate  yield  for U.S.
      Government Treasury Securities which the Bank determines could be obtained
      by reinvesting a specified Prepayment  Installment in such securities from
      the date of prepayment  through the Original  Payment  Date.  The Bank may
      adjust the  Treasury  Rate to reflect the  compounding,  accrual  basis or
      other  costs  of the  prepaid  amount.  Each of the  rates  is the  Bank's
      estimate only and the Bank is under no obligation to


                                     - 4 -
<PAGE>

      actually  reinvest any prepayment.  The rates will be based on information
      from either the Telerate or Reuters information services,  The Wall Street
      Journal or other information sources the Bank deems appropriate.

If by reason of an Event of Default the Bank  elects to declare  this Note to be
immediately  due and  payable,  then  any  prepayment  fee with  respect  to the
resulting  prepayment  shall become due and payable in the same manner as though
the Company had exercised a right of prepayment.

LETTERS OF CREDIT.  All  commercial  letters  of credit and  standby  letters of
credit issued  hereunder shall be issued pursuant to the standard  documentation
provided by the Bank and shall be subject to the payment of an annual commission
equal to one percent (1.00%) of the face amount of all standby letters of credit
and one  quarter of one  percent  (.25%) of the amount  drawn on all  commercial
letters of credit,  so issued and  outstanding,  such  commission  to be due and
payable in advance at issuance and on each subsequent annual  anniversary of the
issuance  of any  outstanding  standby  letter of credit and at the time of each
drawing on a commercial letter of credit. Any outstanding  commercial letters of
credit  issued  pursuant to the terms hereof shall expire no later than 180 days
following the Maturity Date and any outstanding  standby letter of credit issued
pursuant to the terms hereof shall expire no later than 365 days following:  (a)
the issuance  date of such standby  letter of credit and (b) the Maturity  Date.
The Company shall also be responsible for paying the Bank's  standard  issuance,
amendment,  transfer and other fees  associated  with the issuance of letters of
credit.

DEFAULT.  Upon the  occurrence  of one or more Events of Default  under the Loan
Agreement,  the  entire  principal  and  interest  on  this  Note  shall  become
immediately  due and payable  without  presentment or protest or other notice of
demand,  all of which are expressly  waived by the Company.  If the Bank, in its
sole and  absolute  discretion,  elects not to demand  payment  by the  Company,
notwithstanding said failure to demand, the Bank shall be under no obligation to
make  advances  pursuant to the terms of this Note unless and until the Event of
Default is cured to the satisfaction of the Bank.

      If an Event of  Default  should  occur and be  continuing  on or after the
Maturity  Date or  after  judgment  has been  rendered  on this  Note,  all Loan
Portions  shall bear  interest at the Default  Rate until the earlier of (i) the
Event of Default is cured or (ii) all Loan Portions are paid in full.

      The powers and  remedies  given hereby shall not be exclusive of any other
powers and remedies  available to the Payee.  No course of dealings  between the
Company  and the Payee and no delay on the part of the Payee in  exercising  any
rights with  respect to any default  shall  operate as a waiver of any rights of
the  Payee.  Failure  upon the part of the Payee to  exercise  any  rights  with
respect to any default  shall not operate as a waiver of any rights with respect
to any other default.

      Interest after maturity  (whether by acceleration  or otherwise)  shall be
payable at the Default Rate set forth herein until this Note is paid in full.


                                     - 5 -
<PAGE>

PARTIAL  INVALIDITY.  If any provision of this Note or the  application of it to
any person or circumstance  shall be invalid or unenforceable,  the remainder of
this Note or the application of that provision to persons or circumstances other
than those as to which it is held invalid or unenforceable shall not be affected
and every other provision of this Note shall be valid and fully enforceable.

WAIVER, CHANGE, MODIFICATION OR DISCHARGE. This Note may not be waived, changed,
modified or discharged  orally,  but only by agreement in writing  signed by the
party  against  whom any  enforcement  of any waiver,  change,  modification  or
discharge is sought.

COVENANT  AGAINST  USURY.  All  agreements  between the Company and the Bank are
hereby expressly limited so that in no contingency or event whatsoever,  whether
by reason of acceleration of maturity of the  indebtedness  evidenced  hereby or
otherwise, shall the amount paid or agreed to be paid to the Bank for the use or
the  forbearance  of  the  indebtedness  evidenced  hereby  exceed  the  maximum
permissible  under  applicable law. As used herein,  the term  "applicable  law"
shall mean the law in effect as of the date hereof,  provided,  however, that in
the event  there is a change in the law which  results  in a higher  permissible
rate of  interest,  then  this  Note  shall  be  governed  by such law as of its
effective date. In this regard,  it is expressly agreed that it is the intent of
the Company and the Bank in the execution,  delivery and acceptance of this Note
to  contract  in strict  compliance  with the laws of the State of New York from
time to  time in  effect.  If,  under  or  from  any  circumstances  whatsoever,
fulfillment of any provision hereof at the time of performance of such provision
shall be due, shall involve  transcending the limit of such validity  prescribed
by applicable  law, then the obligation to be fulfilled shall  automatically  be
reduced  to the  limits  of such  validity,  and if under or from  circumstances
whatsoever the Bank should ever receive as interest an amount which would exceed
the highest lawful rate, such amount which would be excessive  interest shall be
applied to the reduction of the principal  balance  evidenced  hereby and not to
the payment of interest.  This provision  shall control every other provision of
all agreements between the Company and the Bank.

WAIVER OF DILIGENCE,  PRESENTMENT,  DEMAND,  ETC. The Company hereby waives with
respect to this Note:  diligence,  presentment,  demand for  payment,  filing of
claims  with a court in the  event of  bankruptcy  of the  Company  or any other
person or  entity  liable  in  respect  to this  Note,  any  right to  require a
proceeding first against the Company or any other such person,  protest,  notice
of dishonor or nonpayment of any such  liabilities  and any other notice and all
demands whatsoever except as specifically set forth in this Note.

TRANSFER AND ASSIGNMENT OF NOTE; PLEDGE OF RIGHTS;  PARTICIPATION.  (A) The Bank
may at any time pledge all or any  portion of its rights  under this Note to any
of the twelve  (12)  Federal  Reserve  Banks  organized  under  Section 4 of the
Federal  Reserve  Act, 12 U.S.C.  Section  341.  No such  pledge or  enforcement
thereof shall release the Bank from its obligations hereunder.


                                     - 6 -
<PAGE>

      (B) The Bank shall have the unrestricted  right, at any time and from time
to time, and without the consent of or notice to the Company, to grant to one or
more banks or other financial institutions (each, a "Participant") participating
interests in the Bank's  obligation to lend  hereunder  and/or any or all of the
loans held by the Bank hereunder.  In the event of any such grant by the Bank of
a  participating  interest to a  Participant,  whether or not upon notice to the
Company,   the  Bank  shall  remain  responsible  for  the  performance  of  its
obligations hereunder and the Company shall continue to deal solely and directly
with the Bank in connection with the Bank's rights and obligations hereunder.

      The Bank shall have the  unrestricted  right,  at any time or from time to
time, to assign all or any portion of its rights and  obligations  hereunder and
under the other  Financing  Documents  to one or more  banks or other  financial
institutions (each, an "Assignee") and the Company agrees that it shall execute,
or  cause  to  be  executed,  such  documents,   including  without  limitation,
amendments to this Note and to the other  Financing  Documents as the Bank shall
deem necessary to effect the foregoing.  In addition, at the request of the Bank
and any such Assignee, the Company shall issue one or more new promissory notes,
as  applicable,  to any such  Assignee  and, if the Bank has retained any of its
rights and obligations  hereunder following such assignment,  to the Bank, which
new promissory notes shall be issued in replacement of, but not in discharge of,
the liability  evidenced by the  promissory  note held by the Bank prior to such
assignment and shall reflect the amount of the respective  commitments and loans
held by such Assignee and the Bank after giving effect to such assignment.  Upon
the execution and delivery of appropriate assignment  documentation,  amendments
and any  other  documentation  required  by the  Bank in  connection  with  such
assignment,  and the payment by Assignee of the purchase  price agreed to by the
Bank and such  Assignee,  such Assignee  shall be a party to this Note and shall
have all of the rights and obligations of the Bank hereunder and under the other
Financing  Documents  to the extent that such rights and  obligations  have been
assigned by the Bank pursuant hereto and to the assignment documentation between
the Bank and such Assignee and the Bank shall be released  from its  obligations
hereunder and thereunder to a corresponding extent.

      Provided  that no Event of Default  has  occurred  and is  continuing  and
except with  respect to an  assignment  or  transfer of the Loans  mandated by a
Governmental Authority, the Company shall have the right to approve the identity
of any  Participant or Assignee under this  subsection (B), which approval shall
not be unreasonably withheld,  delayed or conditioned.  Except as aforesaid, the
right of the Bank to assign or grant a participation  interest shall not require
notice to or consent of the Company.

      The Bank  may  furnish  any  information  concerning  the  Company  in its
possession from time to time to prospective Assignees and Participants, provided
that the Bank shall  require any such  prospective  Assignee or  Participant  to
agree in writing for the benefit of the Company to maintain the  confidentiality
of such information.

JURY  TRIAL  WAIVER.  THE  COMPANY  AND THE BANK (BY  ACCEPTANCE  OF THIS  NOTE)
MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND


                                     - 7 -
<PAGE>

INTENTIONALLY  WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM  BASED
HEREON,  ARISING OUT OF, UNDER OR IN CONNECTION  WITH THIS NOTE OR ANY COURSE OF
CONDUCT,  COURSE OF DEALINGS,  STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS
OF ANY PARTY,  INCLUDING,  WITHOUT LIMITATION,  ANY COURSE OF CONDUCT, COURSE OF
DEALINGS,  STATEMENTS OR ACTIONS OF THE BANK RELATING TO THE  ADMINISTRATION  OF
THE LOAN OR  ENFORCEMENT OF THIS NOTE, AND AGREE THAT NEITHER PARTY WILL SEEK TO
CONSOLIDATE  ANY SUCH ACTION WITH ANY OTHER  ACTION IN WHICH A JURY TRIAL CANNOT
BE OR HAS NOT BEEN  WAIVED.  EXCEPT AS  PROHIBITED  BY LAW,  THE COMPANY  HEREBY
WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY  LITIGATION ANY SPECIAL,
EXEMPLARY,  PUNITIVE OR  CONSEQUENTIAL  DAMAGES OR ANY DAMAGES OTHER THAN, OR IN
ADDITION TO, ACTUAL DAMAGES. THE COMPANY CERTIFIES THAT NO REPRESENTATIVE, AGENT
OR ATTORNEY OF THE BANK HAS REPRESENTED,  EXPRESSLY OR OTHERWISE,  THAT THE BANK
WOULD NOT, IN THE EVENT OF  LITIGATION,  SEEK TO ENFORCE THE  FOREGOING  WAIVER.
THIS WAIVER  CONSTITUTES A MATERIAL  INDUCEMENT FOR THE BANK TO ACCEPT THIS NOTE
AND MAKE THE LOAN.

RIGHT OF SETOFF.  The Company  hereby  grants to the Bank,  a  continuing  lien,
security  interest  and right of  setoff as  security  for all  liabilities  and
obligations  to the Bank,  whether now existing or hereafter  arising,  upon and
against all deposits,  credits, collateral and property, now or hereafter in the
possession,  custody, safekeeping or control of the Bank or any entity under the
control of Bank of America  Corporation  and its  successors  and  assigns or in
transit to any of them. At any time,  without  demand or notice (any such notice
being  expressly  waived by the  Company),  the Bank may set off the same or any
part thereof and apply the same to any  liability or  obligation  of the Company
even though  unmatured and  regardless  of the adequacy of any other  collateral
securing  this  Note.  ANY AND ALL RIGHTS TO REQUIRE  THE BANK TO  EXERCISE  ITS
RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER  COLLATERAL WHICH SECURES THIS NOTE
PRIOR TO EXERCISING ITS RIGHT OF SET OFF WITH RESPECT TO SUCH DEPOSITS,  CREDITS
OR  OTHER  PROPERTY  OF  THE  COMPANY  ARE  HEREBY  KNOWINGLY,  VOLUNTARILY  AND
IRREVOCABLY WAIVED.

EXPENSES  INCURRED IN  CONNECTION  WITH  ENFORCEMENT.  The Company  shall pay on
demand all reasonable  expenses of the Payee in connection with the preparation,
administration,  default,  collection,  waiver or  amendment of loan terms or in
connection with the Payee's exercise,  preservation or enforcement of any of its
rights, remedies or options hereunder, including, without limitation, reasonable
fees of outside legal counsel or the allocated  costs of in-house legal counsel,
accounting, consulting, brokerage or other similar professional fees or expenses
and any  reasonable  fees or  expenses  associated  with  travel or other  costs
relating to any appraisals or examinations conducted in connection with the Loan
or any collateral therefore, and the amount of all


                                     - 8 -
<PAGE>

such  expenses  shall,  until paid,  bear  interest,  at the rate  applicable to
principal hereunder (including any Default Rate) and be an obligation secured by
any collateral.

CHOICE OF LAW. This Note and the rights and obligations of the parties hereunder
shall be construed and  interpreted in accordance  with the laws of the State of
New York (the "Governing  State") (excluding the laws applicable to conflicts or
choice of law).

      THE COMPANY  AGREES THAT ANY SUIT FOR THE  ENFORCEMENT OF THIS NOTE MAY BE
BROUGHT  IN THE  COURTS OF THE  GOVERNING  STATE OR ANY  FEDERAL  COURT  SITTING
THEREIN AND CONSENTS TO THE NONEXCLUSIVE  JURISDICTION OF SUCH COURT AND SERVICE
OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE  COMPANY BY MAIL AT THE  ADDRESS
SET FORTH HEREIN.  THE COMPANY  HEREBY  WAIVES ANY OBJECTION  THAT IT MAY NOW OR
HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT
IS BROUGHT IN AN INCONVENIENT FORUM.

MERGER.  This  Note is  intended  by the  parties  as the  final,  complete  and
exclusive  statement  of the  transactions  evidenced  by this  Note.  All prior
contemporaneous  promises,  agreements  and  understandings,   whether  oral  or
written, are deemed to be superseded by this Note and no party is relying on any
promise,  agreement or  understanding  not set forth in this Note. This Note may
not be  amended  or  modified  except by a written  instrument  describing  such
amendment or modification executed by the Company and the Bank.

USE OF PROCEEDS. No portion of the proceeds of this Note shall be used, in whole
or in part, for the purpose of purchasing or carrying any "margin stock" as such
term is defined in Regulation U of the Board of Governors of the Federal Reserve
System.

LOST OR DAMAGED NOTE.  Upon receipt of an affidavit of an officer of the Bank as
to the loss, theft, destruction or mutilation of this Note or any other security
document  which is not of  public  record,  and,  in the case of any such  loss,
theft,  destruction or mutilation,  upon surrender and cancellation of such Note
or  other  security  document,  the  Company  will  issue,  in lieu  thereof,  a
replacement Note or other security document in the same principal amount thereof
and otherwise of like tenor.


                                     - 9 -
<PAGE>

                                           BALCHEM CORPORATION




                                           By:/s/ Frank Fitzpatrick
                                              ---------------------
                                                  Name:  Frank Fitzpatrick
                                                  Title: Chief Financial Officer


STATE OF NEW YORK       )
                        ) ss.:
COUNTY OF ORANGE        )

      On the 16th day of March, in the year 2007, before me, the undersigned,  a
notary  public in and for said state,  personally  appeared  Frank  Fitzpatrick,
personally known to me or proven to me on the basis of satisfactory evidence, to
be the  individual  whose  name  is  subscribed  to the  within  instrument  and
acknowledged  to me that he executed the same in his  capacity,  and that by his
signature on the  instrument,  the individual or the person upon behalf of which
the individual acted, executed the instrument.

                                   /s/ Kathleen M. Perry
                                   ---------------------
                                   Notary Public, State of New York
                                   No. 01PE508519
                                   Qualified in Sullivan County
                                   Commission Expires 9/27/09


                                     - 10 -
<PAGE>

                                   EXHIBIT "A"

                             FORM OF ADVANCE NOTICE


BORROWER: BALCHEM CORPORATION

DATE: ___________

All  Capitalized  terms  carry the  meanings as defined in the  Promissory  Note
(Revolving Line of Credit) dated March , 2007 (the "Note").

This Notice serves as an irrevocable  Advance Notice required under the Note for
the purpose of designating:

Account to Credit:            __________________________

Loan Portion:                 $_________________________


Subject to confirmation and verification by Bank.


Authorized by:    BALCHEM CORPORATION


                  By:__________________________
                  Authorized Representative