<PAGE>   1
                                                                     Exhibit 4.1

                                FIRST AMENDMENT
                                ---------------
                                       TO
                                       --
                              FINANCING AGREEMENT
                              -------------------




        This First Amendment to Financing Agreement (the "Amendment") is made as
of the 22nd day of May, 1997, by and between Specialty Chemical Resources, Inc.,
a Delaware corporation ("Borrower") and Star Bank, National Association, a
national banking association ("Bank").

                                  WITNESSETH:
                                  ----------

        WHEREAS, Borrower and Bank have entered into that certain Financing
Agreement, dated as of September 18, 1996 (the "Financing Agreement"), pursuant
to which Bank has made certain financial accommodations available to Borrower;

        WHEREAS, Borrower and Bank desire to amend the Financing Agreement as
hereinafter set forth;

        NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, Bank and Borrower do hereby agree as
follows.


SECTION 1. DEFINED TERMS.

        Each defined term used herein and not otherwise defined herein shall
have the meaning ascribed to such term in the Financing Agreement.

SECTION 2. AMENDMENTS TO SECTION 1 OF THE FINANCING AGREEMENT,
           CAPITALIZED TERMS.

        SECTION 1.1, DEFINED TERMS, of the Financing Agreement shall be amended
by adding the new defined terms, or by modifying existing defined terms, as
applicable, as follows:


                2.1 "ACQUISITION SPECIAL ADVANCE" shall have the meaning
        ascribed thereto in Section 2.1 hereof


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                2.2 "ACQUISITION SPECIAL ADVANCE FACILITY" shall have the
        meaning ascribed thereto in SECTION 2.1 hereof.

                2.3 The definition of "AVAILABILITY DEFICIENCY" shall be deleted
        in its entirety and the following substituted in lieu thereof:

                        "AVAILABILITY DEFICIENCY" shall mean the occurrence, as
                        at any date, of a condition in which (i) the sum of (a)
                        the then aggregate outstanding principal amount of the
                        Revolving Loans PLUS (b) the then aggregate outstanding
                        principal amount of Term Loan A PLUS (c) the then
                        aggregate outstanding principal amount of Term Loan B
                        PLUS (d) the then aggregate outstanding principal amount
                        of the Acquisition Special Advance PLUS (e) the Reserve
                        Amount then in effect, exceeds the lesser of (ii)
                        fifteen Million Dollars ($15,000,000) or (iii) the
                        Borrowing Base.

                2.4 "ASSIGNMENT OF SELLER'S REPRESENTATIONS AND WARRANTIES"
        shall mean the assignment by Borrower of all of its rights and remedies
        with respect to the representations, warranties, covenants and
        indemnities made by Seller under the Hysan Purchase Agreement, in
        substantially the form of EXHIBIT AB attached hereto and incorporated by
        reference herein.

                2.5 "COLLATERAL ASSIGNMENT OF ESCROW AGREEMENT" shall mean the
        assignment by Borrower of its rights and remedies under the Hysan Escrow
        Agreement, in substantially the form of EXHIBIT AC attached hereto and
        incorporated herein by reference.

                2.6 The definition of "DEFICIENCY" shall be modified by deleting
        the words "Term Loan Deficiency" therefrom and by substituting "Term
        Loan A Deficiency" in place thereof.

                2.7 "EFFECTIVE DATE" shall mean the date on which Borrower has
        executed and delivered this Amendment to Bank and Bank has accepted and
        executed the same and Bank, in its sole discretion, agrees that all
        conditions precedent to closing set forth in SECTION 11 hereto have been
        fully performed, satisfied or discharged.

                2.8 "HYSAN" shall mean Hysan Corporation, an Illinois
        corporation, and a Seller under the Hysan Asset Purchase Agreement.

                2.9 "HYSAN ESCROW AGENT" shall mean Bank One Trust Company,
        N.A., a national banking association.

                2.10 "HYSAN ESCROW AGREEMENT" shall mean the escrow agreement by
        and between Borrower on the one part and Hysan on the other part, a copy
        of which is attached hereto as EXHIBIT AD.


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<PAGE>   3


                2.11 "HYSAN PURCHASE AGREEMENT" shall mean that certain asset
        purchase agreement, entered into as of even date herewith, by and
        between Borrower, as purchaser, and Hysan, as Seller, and all exhibits,
        schedules, agreements and documents delivered and/or executed and
        delivered by the parties thereto in connection therewith (collectively,
        with the Hysan Purchase Agreement, the "HYSAN TRANSACTION DOCUMENTS"), a
        true and correct copy of which is attached hereto as EXHIBIT AE.

                2.12 "OPINION OF BORROWER'S COUNSEL" shall mean the opinion of
        Benesch, Friedlander Coplan & Aronoff, LLP, as counsel to Borrower, a
        copy of which is attached hereto as EXHIBIT AF and incorporated herein
        by reference.

                2.13 "OPINION OF SELLER'S COUNSEL" shall mean the opinion of
        Rudnick & Wolfe, as counsel to Sellers, a copy of which is attached
        hereto as EXHIBIT AG and incorporated herein by reference.

                2.14 Intentionally Omitted.

                2.15 The definition of "REVOLVING LOAN AVAILABILITY" shall be
        deleted in its entirety and the following is substituted in place
        thereof:

                        "REVOLVING LOAN AVAILABILITY" shall mean, as at any
                date, an amount equal to the difference of:

                        (i)     THE LESSER OF (a) the difference of Fifteen
                                Million Dollars ($15,000,000) LESS (W) the then
                                aggregate outstanding principal amount of Term
                                Loan A LESS (X) the then aggregate outstanding
                                principal amount of Term Loan B LESS (Y) the
                                then aggregate outstanding principal amount of
                                the Acquisition Special Advance LESS (Z) the
                                Reserve Amount then in effect, OR (b) an amount
                                equal to the then Borrowing Base;

                        LESS

                        (ii)    the then aggregate outstanding principal amount
                                of all Revolving Loans.

                2.16 "SELLER" means Hysan under the Hysan Asset Purchase
        Agreement.

                2.17 The definition of "TERM LOAN" is hereby deleted in its
        entirety.

                2.18 "TERM LOAN A" shall have the meaning ascribed thereto in
        SECTION 2.1 hereof.

                2.19 The definition of "TERM LOAN AVAILABILITY" is hereby
        deleted in its entirety and the following is substituted in place
        thereof:


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<PAGE>   4



                        "TERM LOAN A AVAILABILITY" shall mean, as at any date,
                an amount equal to the lesser of (i) Two Million Six Hundred
                Eighty Thousand Dollars ($2,680,000) or (ii) seventy-five
                percent (75%) of the orderly liquidation value of the eligible
                machinery and equipment of Borrower as determined by Bank in its
                good faith discretion on the Effective Date.

                2.20 "TERM LOAN B" shall have the meaning ascribed thereto in
        SECTION 2.1 hereof.

                2.21 The definition of "TERM LOAN DEFICIENCY" is hereby deleted
        in its entirety and the following is substituted in lieu thereof:

                        "TERM LOAN A DEFICIENCY" shall mean any failure of the
                Term Loan A Availability to be greater than or equal to zero (0)
                dollars.

                2.22 The definition of "TERM LOAN FACILITY" is hereby deleted in
        its entirety.

                2.23 "WEDGE" shall mean Wedge Energy Group, Inc., a Delaware
        corporation, and the sole owner of all duly authorized and outstanding
        shares of stock of Hysan.



SECTION 3. AMENDMENTS TO SECTION 2. LOANS AND OTHER FINANCIAL
           ACCOMMODATIONS.

        The following SECTION 2, LOANS AND OTHER FINANCIAL ACCOMMODATIONS, of
the Financing Agreement shall be amended as set forth herein:

                3.1 Section 2.1, TOTAL FACILITY, shall be deleted in its
        entirety and new Section 2.1 shall be substituted in lieu thereof:

                        2.1 TOTAL FACILITY. Bank, in its good faith discretion,
                will make up to a Fifteen Million Dollar ($15,000,000) total
                credit facility (the "Total Facility") available to Borrower,
                subject to the terms and conditions of this Agreement and
                comprised of the following loans or other financial
                accommodations advanced, made or made available under the
                following facilities (collectively, the "Loans"): (i) Revolving
                Loans (as hereinafter defined) to be advanced under the
                Revolving Loan facility (the "Revolving Loan Facility"), (ii) a
                term loan ("Term Loan A") to be advanced under the Term Loan A
                facility (the "Term Loan A Facility"), (iii) a term loan ("Term
                Loan B") to be advanced under the Term Loan B facility (the
                "Term Loan B Facility"), and (iv) a special advance (the
                "Acquisition Special Advance") to be advanced under a separate
                special advance facility (the "Acquisition Special Advance
                Facility"), all as more particularly described below.

                3.2 Section 2.2, REVOLVING LOAN FACILITY, shall be deleted in
        its entirety and new Section 2.2 shall be substituted in lieu thereof:


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<PAGE>   5



                        2.2 REVOLVING LOAN FACILITY. Until the termination of
                this Agreement pursuant to SECTION 11 hereof, revolving loans
                under the Revolving Loan Facility will be lent and relent from
                time to time (such loans being referred to collectively as the
                "Revolving Loans" and each of such loans being referred to
                individually as a "Revolving Loan"), in Bank's good faith
                discretion, in amounts equal to the sum of (i) up to eighty-five
                percent (85%) of the net amount of the Borrower's Eligible
                Receivables, PLUS (ii) THE LESSER OF (a) up to forty-five
                percent (45%) of the value of the Borrower's Eligible Raw
                Materials Inventory and (b) Two Million Seven Hundred Thousand
                Dollars ($2,700,000), PLUS (iii) THE LESSER OF (a) up to
                sixty-five percent (65%) of Borrower's Eligible Finished Goods
                Inventory and (b) Three Million Four Hundred Thousand Dollars
                ($3,400,000), MINUS (iv) the Reserve Amount then in effect (such
                aggregate sum as in effect from time to time being the
                "Borrowing Base"). Notwithstanding the foregoing sentence, in no
                event shall Bank be obligated to make Revolving Loans if, either
                immediately before or after giving effect to any such Revolving
                Loan, (y) a Deficiency has occurred or shall occur, or (z) an
                Event of Default has occurred or shall occur. Further, in no
                event shall the aggregate amount of (i) Eligible Puerto Rican
                Receivables included in the Borrowing Base at any time exceed
                Three Hundred Thousand Dollars ($300,000) and (ii) the value of
                Eligible Raw Materials Inventory consisting of cartons included
                in the Borrowing Base at any time exceed Two Hundred Twenty-Five
                Thousand Dollars ($225,000). The Eligible Inventory will be
                valued at the lower of cost or market value, determined on a
                "first in first out" basis, consistently applied.

                3.3 Section 2.3, TERM LOAN FACILITY, shall be deleted in its
        entirety and new Section 2.3 shall be substituted in lieu thereof:

                        2.3 TERM LOAN A FACILITY. The Term Loan A under the Term
                Loan A Facility will be made, in Bank's good faith discretion,
                to Borrower with respect to its eligible machinery and equipment
                in an amount of up to the lesser of (i) Two Million Six Hundred
                Eighty Thousand Dollars ($2,680,000) and (ii) an amount equal to
                seventy-five percent (75%) of the orderly liquidation value of
                Borrower's owned machinery and equipment on the Effective Date.
                The principal of Term Loan A shall be payable in forty-seven
                (47) consecutive equal monthly installments of Fifty-Five
                Thousand Eight Hundred Thirty-Three Dollars ($55,833) each,
                commencing on June 1, 1998, and thereafter on the first day of
                each calendar month, with the last payment of principal being in
                the amount of Fifty-Five Thousand Eight Hundred Forty-Nine
                ($55,849); PROVIDED, HOWEVER, that notwithstanding the foregoing
                amortization schedule for Term Loan A, upon the effective date
                of any termination of this Agreement pursuant to SECTION 11
                and/or SECTION 13 hereof, all amounts then outstanding under
                Term Loan A shall become immediately due and payable without
                notice or demand. No repayment or prepayment of Term Loan A
                shall be reason for any relending or additional lending of Term
                Loan A proceeds to Borrower. At Bank's option, the principal of
                Term


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<PAGE>   6



        Loan A shall be payable in accordance with the payment terms set forth
        above in this SECTION 2.3 by charging or increasing the Revolving Loan
        balance of Borrower.

        3.4 Section 2.5, previously intentionally omitted, shall be revised to
provide as follow:

                2.5 TERM LOAN B FACILITY. The Term Loan B under the Term Loan B
        Facility will be made to Borrower in the amount of One Million Dollars
        ($1,000,000) on the Effective Date. The principal of Term Loan B shall
        be payable in seventeen (17) consecutive equal monthly installments of
        Fifty-Five Thousand Five Hundred Fifty-Five Dollars ($55,555) each,
        commencing on the first day of July, 1997, and thereafter on the first
        day of each calendar month, with the last payment of principal being in
        the amount of Fifty-Five Thousand Five Hundred Sixty-Five Dollars
        ($55,565); PROVIDED, HOWEVER, that notwithstanding the foregoing
        amortization schedule for Term Loan B, upon the effective date of any
        termination of this Agreement pursuant to SECTION 11 and/or SECTION 13
        hereof, all amounts outstanding under Term Loan B shall become
        immediately due and payable without notice or demand. No repayment or
        prepayment of Term Loan B shall be any reason for any relending or
        additional lending of Term Loan B proceeds to Borrower. At Bank's
        option, the principal of Term Loan B shall be payable in accordance with
        the payment terms set forth in this SECTION 2.5 by charging or
        increasing the Revolving Loan balance of Borrower. The Term Loan B may
        be prepaid at any time by Borrower to Bank without penalty.

        3.5 Section 2.6, previously intentionally omitted, shall be revised to
provide as follows:

                2.6 ACQUISITION SPECIAL ADVANCE FACILITY. The Acquisition
        Special Advance under the Acquisition Special Advance Facility will be
        made to Borrower to support Borrower's short term working capital needs
        in connection with its acquisition under the Hysan Purchase Agreement in
        an amount of up to One Million Five Hundred Thousand Dollars
        ($1,500,000) on the Effective Date. The principal of the Acquisition
        Special Advance shall be payable in four (4) equal consecutive monthly
        installments of Three Hundred Seventy-Five Thousand Dollars
        ($375,000.00) each, commencing on the 1st day of July, 1997 and
        thereafter on the 1st calendar day of each month; PROVIDED, HOWEVER,
        that notwithstanding the foregoing amortization schedule for the
        Acquisition Special Advance, upon the effective date of any termination
        pursuant to SECTION 11 and/or SECTION 13 hereof, all amounts then
        outstanding under the Acquisition Special Advance shall become
        immediately due and payable without notice or demand. No repayment or
        prepayment of the Acquisition Special Advance shall be reason for any
        relending or additional lending of Acquisition Special Advance proceeds
        to Borrower. The Acquisition Special Advance may be prepaid at any time
        by Borrower to Bank without penalty. At Bank's option, the principal of
        the Acquisition Special



                                       6


<PAGE>   7



        Advance shall be payable in accordance with the payment terms set forth
        above in this SECTION 2.6 by charging or increasing the Revolving Loan
        balance of Borrower.

        3.6 Section 2.11 shall be added to the Financing Agreement as follows:

                2.11 EXCESS CASH FLOW RECAPTURE. Each six (6) month period
        during the term of this Agreement in which Term Loan B shall remain
        outstanding, Borrower shall make a payment to Bank ("Semi-Annual Cash
        Flow Payment") in an amount equal to a percent of Borrower's Excess Cash
        Flow (as defined in ADDENDUM TO EXHIBIT L attached hereto and
        incorporated herein by reference) for the applicable fiscal period
        ("Semi-Annual Cash Flow Payment Amount"). The Semi-Annual Cash Flow
        Payment Amount with respect to the periods of (x) from and including
        July 1, 1997 through and including December 31, 1997 and (y) from and
        including January 1, 1998 through and including June 30, 1998, of
        Borrower shall be an amount equal to fifty percent (50%) of Borrower's
        Excess Cash Flow for such period of Borrower. Borrower's Excess Cash
        Flow for the applicable period referred to above shall be calculated on
        the first (1st) Business Day after the earlier to occur of (i) the date
        on which Borrower shall have actually delivered the financial
        information required to be delivered under SECTION 8.5 hereof, and (ii)
        the date on which such financial information is required to be delivered
        by Borrower in accordance with the terms of SECTION 8.5 hereof (any such
        date on which such calculation shall be made being referred to herein as
        the "Cash Flow Calculation Date"). Each payment in respect of an
        Semi-Annual Cash Flow Payment Amount shall be applied to the Monthly
        Term Loan B Payments in inverse order of maturity until Term Loan B
        shall have been paid in full. Borrower shall continue to make Annual
        Cash Flow Payments in accordance with this SECTION 2.11 until Term Loan
        B shall have been paid in full. Each payment in respect of an Annual
        Cash Flow Payment Amount shall be payable by charging or increasing the
        Revolving Loan balance of Borrower.

        4. SECTION 3. INTEREST CHARGES, MINIMUM LOAN CHARGE; FEES, to the
Financing Agreement shall be amended as follows.

                4.1 Section 3.1, INTEREST ON LOANS, shall be deleted in its
        entirety and new Section 3.1 substituted in lieu thereof.:

                        3.1 INTEREST ON LOANS. Borrower shall pay Bank interest
                on the average daily outstanding principal amount of its
                (i)Loans (except the Term Loan B) and all other Obligations at a
                per annum rate which shall vary from time to time with the rate
                announced at Bank from time to time as its prime rate (the
                "Prime Rate") PLUS one and one-half percent (1.50%), such rate
                to be adjusted on the effective date of any change in the Prime
                Rate by Bank; and (ii) Term Loan B at a per annum rate which
                shall vary from time to time as its Prime Rate PLUS four and
                one-half percent (4.50%), such rate to be adjusted on the
                effective date of any change in the Prime Rate by Bank. In


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<PAGE>   8



                (b) there is or has been no material adverse change in the
                financial condition of Borrower since the date of the Financials
                delivered on or prior to the Effective Date, and (c) Borrower
                shall have met each of the financial tests with respect to
                interest rate reduction set forth in EXHIBIT L attached hereto
                for the four (4) fiscal quarter period ending on the date of the
                financial statements for the previous four fiscal quarters of
                Borrower required to be delivered under SECTION 8, in Bank's
                sole discretion based upon Bank's review of such financial
                statements, the interest rate set forth above at subpart (i)
                shall be reduced to the per annum rate set forth on EXHIBIT L.
                Such reduction in the interest rate, if applicable, shall become
                effective on the first day of the calendar month immediately
                following the calendar month in which Borrower shall have
                actually delivered the financial statements required to be
                delivered under SECTION 8 hereof for the applicable fiscal year
                of Borrower. The Prime Rate is determined solely by Bank
                pursuant to market factors and its own operating needs and is
                not necessarily Bank's best or most favorable rate for
                commercial or other loans. The per annum rate of interest
                applicable at all times after the occurrence of an Event of
                Default shall be the applicable rate of interest set forth above
                PLUS an additional two percent (2%) per annum.

                4.2 New Section 3.11, AMENDMENT FEE, shall be added as follows:

                        3.11 AMENDMENT FEE. Borrower shall pay Bank an amendment
                fee of Twenty Five Thousand Dollars ($25,000) on the Effective
                Date.

        5. SECTION 5. SECURITY, to the Financing Agreement shall be amended by
adding the following new Section 5.9:

                5.9 HYSAN ASSET COLLATERAL. The Obligations shall be secured by
        an assignment of Borrower's right, title and interest in and to the
        obligations of Seller under and pursuant to the (a) Hysan Escrow
        Agreement (the "Collateral Assignment of Escrow Agreement"), and (ii)
        the Hysan Purchase Agreement, including, but not limited to, the
        representations, warranties, covenants and indemnities of Seller set
        forth therein. The Obligations shall be further secured by a security
        interest in all of the Acquired Assets, as the same is defined in the
        Hysan Purchase Agreement and all proceeds thereof.

        6. SECTION 6.1. New Section 6.1, DELIVERIES PRIOR TO DISBURSEMENT;
FURTHER ASSURANCES, shall be added to the Financing Agreement as follows:

                6.1 DELIVERIES PRIOR TO DISBURSEMENT FURTHER ASSURANCES - HYSAN
        ACQUISITION. Prior to the initial disbursement of proceeds of the Loans,
        Borrower shall have delivered to Bank all of the documents, instruments
        and other information and shall have satisfied all other conditions
        described in the Addendum


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<PAGE>   9


        TO EXHIBIT J attached hereto and incorporated herein by reference.
        Borrower agrees to execute and deliver or cause to be executed and
        delivered any and all further documents and instruments and to take any
        and all further actions as may be determined by Bank to be reasonably
        necessary or appropriate to the transactions contemplated herein.

        7. SECTION 9.7, TITLE TO PROPERTY; NO LIENS and SECTION 12. TITLE TO
PROPERTY; NO LIENS, to the Financing Agreement shall be amended by amending
SCHEDULE 3 referenced therein by adding the "ADDENDUM TO SCHEDULE 3" attached
hereto TITLE TO PROPERTY; NO LIENS - HYSAN ACQUISITION" and incorporated by
reference herein.

        8. MODIFICATION OF EXHIBITS AND SCHEDULES. The following Exhibits and
Schedules to the Financing Agreement shall be added or amended, as applicable,
as set forth in this Section 8 to the Amendment:

                8.1 ADDENDUM TO EXHIBIT B, CONTINGENT PATENT, TRADEMARK AND
        LICENSE ASSIGNMENT. Exhibit B shall be amended by adding thereto
        ADDENDUM TO EXHIBIT B, HYSAN ACQUISITION PATENTS, TRADEMARKS AND LICENSE
        ASSIGNMENTS, attached hereto and incorporated by reference herein.

                8.2 ADDENDUM TO EXHIBIT J. EXHIBIT J shall be amended by adding
        thereto ADDENDUM TO EXHIBIT J, DELIVERIES PRIOR TO DISBURSEMENT - HYSAN
        ACQUISITION, attached hereto and incorporated by reference herein.

                8.3 ADDENDUM TO EXHIBIT L. EXHIBIT L shall be amended by adding
        to said EXHIBIT L ADDENDUM TO EXHIBIT L, FINANCIAL COVENANTS, attached
        hereto and incorporated by reference herein.

                8.4 ADDENDUM TO EXHIBIT M. EXHIBIT M shall be amended by adding
        thereto ADDENDUM TO EXHIBIT M, CERTIFICATE OF CHIEF FINANCIAL OFFICER -
        HYSAN ACQUISITION, attached hereto and incorporated by reference herein.

                8.5 ADDENDUM TO EXHIBIT S. EXHIBIT S shall be amended by adding
        thereto ADDENDUM TO EXHIBIT S, CERTIFICATE OF CHIEF FINANCIAL OFFICER -
        HYSAN ACQUISITION, attached hereto and incorporated by reference herein.

                8.6 ADDENDUM TO EXHIBIT T. EXHIBIT T shall be amended by adding
        thereto ADDENDUM TO EXHIBIT T, DISBURSEMENT DIRECTION LETTER- HYSAN
        ACQUISITION, attached hereto and incorporated by reference herein.

                8.7 ADDENDUM TO EXHIBIT U. EXHIBIT U, EVIDENCE OF INSURANCE,
        shall be amended by adding the ADDENDUM TO EXHIBIT U, attached hereto
        and incorporated by reference herein.



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<PAGE>   10



                8.8 ADDENDUM TO SCHEDULE l. Schedule 1 shall be amended by
        adding thereto ADDENDUM TO SCHEDULE 1, LICENSES, PATENTS, TRADEMARKS,
        ETC.-HYSAN ACQUISITION, attached hereto and incorporated by reference
        herein.

        9. SECTION 11, EFFECTIVE DATE, TERMINATION, to the Financing Agreement
shall be amended:

                9.1 SECTION 11.1. EFFECTIVE DATE AND TERMINATION DATE, shall be
        amended by deleting the date "December 31, 1998" in the last line of
        said Section and substituting in lieu thereof "December 31, 2000."

                9.2 SECTION 11.3, TERMINATION PRIOR TO DECEMBER 31, 1998, shall
        be deleted in its entirety and by substituting the following in lieu
        thereof:

                        11.3 TERMINATION PRIOR TO DECEMBER 31, 2000. Prior to
                December 31, 2000, Borrower may terminate this Financing
                Agreement as of the last day of any month by giving Bank notice
                of the date on which this Agreement is to terminate ("Voluntary
                Termination Date"), which date must be the last day of a month,
                at least ninety (90) days before the Voluntary Termination Date
                and by paying, on such Voluntary Termination Date (i) as
                compensation to Bank for loss of bargain with respect to the
                credit advanced hereunder, and not as a penalty, a termination
                fee in amounts as set forth below: 

<TABLE>
<CAPTION>
                     Voluntary Termination Date            Termination Fee
                     --------------------------            ---------------
                     <S>                                       <C>     
                     Between May 22, 1997 and
                     December 31, 1997 (inclusive)             $300,000

                     After December 31, 1997 but
                     prior to December 31, 1998                $150,000
</TABLE>

                and (ii) all of the other Obligations (including, but not
                limited to, the fees described in SECTION 3.4 and SECTION 3.5
                hereof). Notwithstanding the foregoing provisions of this
                SECTION 11.3, in the event that Borrower terminates this
                Financing Agreement (i) and refinances the Loans with credit
                made available by the conventional Commercial Lending Department
                of Bank, (ii) in connection with the consummation of a
                transaction whereby (a) Borrower becomes a private corporation
                and (b) Bank provides the senior debt financing for such
                transaction, or (iii) in connection with the consummation of a
                transaction whereby (a) Borrower acquires another business
                entity, (b) a financial institution other than Bank provides the
                financing for such transaction and (c) Bank declined to provide
                the financing for such transaction after Borrower's request
                therefor, no termination fee shall be due and owing by Borrower
                upon such termination. In the event


                                       10

<PAGE>   11


                that (x) the shareholders and/or the board of directors of
                Borrower, as may be required by applicable law, elect to sell
                all or substantially all of the stock of Borrower or all or
                substantially all of the assets of Borrower, in either case in a
                single transaction (a "Sale Transaction"), (y) such Sale
                Transaction is consummated on or prior to December 31, 1998, and
                (z) Borrower terminates this Agreement in connection with the
                consummation of such Sale Transaction, then the termination fee
                due and owing by Borrower upon such termination shall be equal
                to [One Hundred Fifty Thousand Dollars ($150,000)].

        10. SECTION 12, EVENTS OF DEFAULT, to the Financing Agreement shall be
amended by:

                (a) deleting "or" at the end of subsection (o);
                (b) deleting the period at the end of subsection (p) and
        inserting "; or" in place thereof; and
                (c) adding new subsection (q) thereto as follows:

                        (q) Borrower shall fail to perform any obligation,
                commit any breach of any provision, representation, warranty or
                covenant, on its part to be performed, or fail to deliver or
                perform any document or instrument on its part to be delivered
                or fail to perform any action on its part to be taken after the
                Effective Date within the time period as set forth in the
                Financing Agreement as amended thereby.

        11. SECTION 10 REPRESENTATIONS AND WARRANTIES.

        In order to induce Bank to enter into this Amendment and to make the
Loans hereunder and in addition to all of the representations, warranties and
covenants made by Borrower under the Financing Agreement and Loan Documents,
Borrower hereby represents, warrants and covenants that, as of the date hereof;
any date upon which a Loan is made hereunder, and until the Obligations are
fully paid, performed and satisfied, the representations, warranties and
covenants set forth below are and shall remain true. The Borrower hereby
represents and warrants to Bank as follows:

                11.1 THE AMENDMENT. This Amendment has been duly and validly
        executed by an authorized executive officer of Borrower and constitutes
        the legal, valid and binding obligation of Borrower enforceable against
        Borrower in accordance with its terms.

                11.2 FINANCING AGREEMENT. The Financing Agreement, as amended by
        this Amendment, remains in full force and effect and remains the valid
        and binding obligation of Borrower enforceable against Borrower in
        accordance with its terms. Borrower hereby ratifies and confirms the
        Financing Agreement as amended by this Amendment.


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<PAGE>   12



                11.3 NONWAIVER. Except as specifically set forth in this
        Amendment, the execution, delivery, performance and effectiveness of
        this Amendment shall not operate nor be deemed to be nor construed as a
        waiver (i) of any right, power or remedy of Bank under the Financing
        Agreement, nor (ii) of any term, provision, representation, warranty or
        covenant contained in the Financing Agreement or any other documentation
        executed in connection therewith. Further, except as specifically set
        forth in this Amendment, none of the provisions of this Amendment shall
        constitute, be deemed to be or construed as, a waiver of any Event of
        Default under the Financing Agreement as amended by this Amendment.

                11.4 THE HYSAN TRANSACTION DOCUMENTS. The Hysan Transaction
        Documents have been duly and validly executed by an authorized executive
        officer of Borrower and constitute the legal, valid and binding
        obligation of Borrower. The execution, delivery and/or performance by
        Borrower of the Hysan Transaction Documents does not and will not (i)
        constitute a violation of any applicable law or a breach of any
        provision contained in Borrower's Certificate of Incorporation or 
        By-Laws or contained in any order of any Court or other governmental 
        agency or in any agreement, instrument or document to which Borrower 
        is a party or by which Borrower or any of Borrower's properties is 
        bound or (ii) result in the creation or imposition of any lien, charge 
        or encumbrance of any nature whatsoever upon any of Borrower's 
        properties (other than in favor of Bank hereunder).

                11.5 REAFFIRMATION OF REPRESENTATIONS, WARRANTIES AND COVENANTS.
        Borrower hereby reaffirms and agrees to be bound by all representations,
        warranties and covenants made or entered into it under the Financing
        Agreement and under any and all Loan Documents. Borrower hereby
        represents and warrants to Bank that no Default or Event of Default
        exists as of the date of this Amendment and none shall be caused to
        exist as a result of the execution, delivery and performance by Borrower
        of (i) this Amendment and (ii) the Hysan Transaction Documents.

                11.6 NO LIABILITIES. Borrower hereby represents and warrants to
        Bank that it is not assuming any liabilities, debts, accounts payable,
        encumbrances, mortgages, leases (whether of personal property or real
        property), guaranties, indemnities, claims against, known or unknown,
        contingent or liquidated, of Hysan or Wedge under or pursuant to the
        Hysan Transaction Documents, except as set forth on SCHEDULE 11.6
        attached hereto and incorporated by reference herein.

                11.7 REFERENCE TO AND EFFECT ON THE FINANCING AGREEMENT. Upon
        the effectiveness of this Amendment, each reference in the Financing
        Agreement to "this Agreement", "hereunder", "hereof", "herein", or words
        of like import shall mean and be a reference to the Financing Agreement,
        as amended hereby, and each reference to the Financing Agreement in any
        other document, instrument or agreement executed and/or delivered in
        connection with the Financing Agreement shall mean and be a reference to
        the Financing Agreement, as amended hereby.


                                       12


<PAGE>   13



                11.8 BULK TRANSFER LAWS. Borrower hereby represents and warrants
        to Bank that Borrower has received adequate compensatory indemnification
        from Hysan of any obligations and liabilities incurred by Borrower as
        the result of Borrower's and/or Hysan's failure to comply with bulk
        sales or transfers or similar laws in the state of Illinois.

        12. CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS AMENDMENT.

                In addition to all of the other conditions and agreements set
        forth herein, the effectiveness of this Amendment is subject to each of
        the following conditions precedent:

                12.1 AMENDMENT TO FINANCING AGREEMENT. Bank shall have received
        an original counterpart of this Amendment to Financing Agreement, and
        all Schedules and Exhibits thereto, the Assignment of Seller's
        Representations and Warranties and the Collateral Assignment of Escrow
        Agreement, executed and delivered by a duly authorized officer of
        Borrower.

                12.2 CREDIT INVESTIGATION. Bank shall have completed its credit
        investigation of Borrower to its sole satisfaction.

                12.3 HYSAN ACQUISITION. Bank shall have received copies of the
        fully executed originals of each of the Hysan Transaction Documents.

                12.4 AMENDMENT FEE. Bank shall have received from Borrower an
        amendment fee in the amount of Twenty-five Thousand Dollars ($25,000).

                12.5 RESOLUTIONS. Bank shall have received certified resolutions
        of Borrower authorizing Borrower to execute, deliver and perform each
        (a) this Amendment and (b) the Hysan Transaction Documents.

                12.6 INSURANCE. Bank shall have received true and correct
        evidence, satisfactory to Bank in its sole discretion, of personal
        property and liability insurance policies maintained by Borrower
        including, without limitation, the carriers thereof; and the types of
        coverage (which coverage shall include environmental liability
        insurance) and insured amounts covered thereby and naming Bank as loss
        payee and additional insured.

                12.7 FINANCIALS. Bank shall have received from Borrower detailed
        projections for the (i) twelve (12) months immediately following the
        Effective Date on a monthly basis, (ii) the following twelve (12) months
        on a quarterly basis and (iii) the next following twelve (12) months on
        an annualized basis, prepared in



                                       13


<PAGE>   14



        accordance with the requirements set forth at SECTION 8.6 of the
        Financing Agreement.

                12.8 VALUATION. Bank shall have completed a review, satisfactory
        to Bank in its sole discretion, of the orderly liquidation value and
        appraisals for the Acquired Assets, as said term is defined in the Hysan
        Purchase Agreement.

                12.9 EXCESS AVAILABILITY. Borrower shall have a minimum excess
        availability of One Million Dollars ($1,000,000) under the facilities
        established by the Financing Agreement on the Effective Date and after
        allowing for all fees, costs and expenses incurred or paid by it under
        or pursuant to (i) this Amendment and (ii) the Hysan Transaction
        Documents.

                12.10 SOLVENCY. Borrower is and will be Solvent after receipt
        and application of the loans in accordance with the terms of the
        Financing Agreement, as amended by this Amendment.

                12.11 COSTS. Bank shall have received from Borrower
        reimbursement in full for all of its costs, including, but not limited
        to service, "out-of-pocket" and legal expenses, which legal expenses
        shall not exceed $10,000, exclusive of out-of-pocket costs of Bank's
        counsel.

                12.12 OPINION OF COUNSEL. Bank shall have received from Borrower
        and its counsel an opinion of counsel, satisfactory to Bank in its sole
        discretion, as to all legal aspects of the (i) Hysan Acquisition, and
        (ii) Amendment and all matters relevant thereto.

                12.13 NO MATERIAL ADVERSE CHANGE. There shall have occurred no
        material and adverse change in the Borrower's assets, liabilities or
        financial condition since the date of the last Financials delivered by
        Borrower to Bank nor shall there have been any material damage to or
        loss of any of Borrower's assets or properties since such date.

                12.14 CONSENTS. Borrower shall have received all necessary
        consents from NCB to (i) this Amendment and (ii) the Hysan Transaction
        Documents.

                12.15 REMITTANCES. Bank shall have received from Borrower
        evidence, satisfactory to Bank in its sole discretion, that Borrower has
        complied with all conditions and requirements of SECTION 7.3 of the
        Financing Agreement regarding written notification to all Persons who
        become its customers and account debtors as a result of the execution,
        delivery and performance by the parties to, and of; the Hysan Purchase
        Agreement at the Closing (as the term "Closing" is defined in the Hysan
        Purchase Agreement).

                12.16. PAYMENTS FROM ESCROW ACCOUNT. Borrower shall, and hereby
        does,


                                       14


<PAGE>   15



        agree to direct the Hysan Escrow Agent under the Hysan Escrow Agreement
        to forward to the Locked Box, pursuant to the provisions of SECTION 7.3
        of the Financing Agreement, all payments to be made to Borrower pursuant
        to Section 1.5(b) of the Hysan Purchase Agreement and pursuant to the
        Hysan Escrow Agreement.

                12.17 REPURCHASED ACCOUNTS. Borrower shall, and hereby does,
        agree to notify Hysan that any amounts paid by Hysan to Borrower
        pursuant to Section 1.5(c) of the Hysan Purchase Agreement shall be
        forwarded directly by Hysan to the Locked Box in accordance with the
        terms and conditions of SECTION 7.3 of the Financing Agreement.

                12.18 INTENTIONALLY OMITTED.

                12.19 UNIFORM COMMERCIAL CODE LIEN SEARCHES AND FILINGS;
        ESTOPPEL. Bank shall have received (i) the results of Uniform Commercial
        Code ("UCC") 11 lien searches as to each (a) Borrower and (b) Hysan, in
        Ohio, California and Illinois, as applicable, the results of which must
        be satisfactory to Bank in its sole discretion; (ii) duly executed
        UCC-1 financing statements granting Bank a first lien on all of the
        "Acquired Assets" (as said term is defined in the Hysan Purchase
        Agreement) and (iii) either (a) duly executed and filed UCC-3
        termination statements from each holder of a lien, assignment (in which
        case a release of assignment in recordable form is acceptable) or other
        encumbrance affecting the "Acquired Assets" (as said term is defined in
        the Hysan Purchase Agreement) or (b) duly executed estoppel letters from
        each holder of a lien, assignment or other encumbrance affecting the
        "Acquired Assets" (as said term is defined in the Hysan Purchase
        Agreement).

                12.20 DELIVERIES PRIOR TO DISBURSEMENTS - HYSAN ACQUISITION.
        Bank shall have received from Borrower each item specified, and each
        condition shall have been satisfied, as set forth on ADDENDUM TO EXHIBIT
        J, DELIVERIES PRIOR TO DISBURSEMENT.


        13. MISCELLANEOUS.

                13.1 GOVERNING LAW. This Amendment shall be governed by and
        construed in accordance with the law of the State of Ohio, without
        regard to principles of conflict of law.

                13.2 SEVERABILITY. In the event any provision of this Amendment
        should be invalid, the validity of the other provisions hereof and of
        the Financing Agreement shall not be affected thereby.

                13.3 COUNTERPARTS. This Amendment may be executed in one or more
        counterparts, each of which, when taken together, shall constitute but
        one and the


                                       15


<PAGE>   16



        same agreement.

                13.4 CONFESSION OF JUDGMENT. Borrower hereby irrevocably
        authorizes and empowers any attorney-at-law to appear for Borrower in
        any action upon or in connection with this Amendment or the Financing
        Agreement, as amended hereby, at any time after the Loans and/or other
        Obligations become due, as herein provided, in any court in or of the
        State of Ohio or elsewhere, and waives the issuance and service of
        process with respect thereto, and irrevocably authorizes and empowers
        any such attorney-at-law to confess judgment in favor of Bank against
        Borrower, the amount due thereon or hereon, plus interest as herein
        provided, and all costs of collection, and waives and releases all
        errors in said proceedings and judgments and all rights of appeal from
        the judgment rendered. The Borrower agrees and consents that the
        attorney confessing judgment on behalf of the Borrower may also be
        counsel to Bank or any of Bank's Affiliates, waives any conflict of
        interest which might otherwise arise, and consents to Bank paying such
        confessing attorney a reasonable legal fee or allowing such attorney's
        reasonable fees to be paid from the proceeds of Collateral, the Premises
        or any other security for the Loans and the other Obligations.

        IN WITNESS WHEREOF, Borrower has caused this First Amendment to
Financing Agreement to be duly executed and delivered by its duly authorized
officer as of the date first above written.

WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS. FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT,
OR ANY OTHER CAUSE.

        Signed in Cleveland, Ohio on May 22, 1997.
                                     ------





Signed and acknowledged                      SPECIALTY CHEMICAL RESOURCES,   
in the presence of:                          INC.                            
                                                                             
/s/ Corey Roth                               By: /s/ David F. Spink           
-------------------------------                  --------------------------- 
Name: Corey Roth                             Its: CFO                        
                                                  -------------------------- 
                                             




                                       16


<PAGE>   17


/s/ Ira C. Kaplan
-------------------------------
Name: Ira C. Kaplan
      -------------------------











                                       17

<PAGE>   18


STATE OF OHIO      )
                   ) ss:
COUNTY OF CUYAHOGA )

        The foregoing instrument was acknowledged before me this 22nd day of
May, 1997, by David F. Spink, Chief Financial Officer of Specialty Chemical
Resources, Inc., a Delaware corporation, on behalf of the corporation.



                                                  /s/ illegible
                                             ------------------------
                                                  Notary Public


Accepted at Cleveland, Ohio 
as of May 22, 1997.
         ---


STAR BANK, NATIONAL ASSOCIATION


By: /s/ Susan Geiger
    ---------------------------

Its: Vice President
    ---------------------------





                                       18


<PAGE>   19



                             EXHIBITS AND SCHEDULES
                             ----------------------



EXHIBIT AB - ASSIGNMENT OF SELLER'S REPRESENTATIONS AND WARRANTIES
----------

EXHIBIT AC - COLLATERAL ASSIGNMENT OF ESCROW AGREEMENT
----------

EXHIBIT AD - HYSAN ESCROW AGREEMENT
----------

EXHIBIT AE - HYSAN TRANSACTION DOCUMENTS
----------

EXHIBIT AF - OPINION OF BORROWER'S COUNSEL
----------

EXHIBIT AG - OPINION OF SELLER'S COUNSEL - HYSAN TRANSACTION
----------

EXHIBIT AH - CONSENT OF NCB
----------

EXHIBIT AI - CERTIFICATE OF SECRETARY OF BORROWER
----------

ADDENDUM TO EXHIBIT B - HYSAN ACQUISITION PATENTS, TRADEMARKS AND
---------------------
     LICENSE ASSIGNMENTS

ADDENDUM TO EXHIBIT J - DELIVERIES PRIOR TO DISBURSEMENT - HYSAN
---------------------
     ACQUISITION

ADDENDUM TO EXHIBIT K - BORROWING BASE CERTIFICATE
---------------------

ADDENDUM TO EXHIBIT L - FINANCIAL COVENANTS
---------------------

ADDENDUM TO EXHIBIT M - CERTIFICATE OF CHIEF FINANCIAL OFFICER - HYSAN
---------------------
     ACQUISITION

ADDENDUM TO EXHIBIT S - CERTIFICATE OF CHIEF FINANCIAL OFFICER - HYSAN
---------------------
     ACQUISITION

ADDENDUM TO EXHIBIT T - DISBURSEMENT DIRECTION LETTER - HYSAN
---------------------
     ACQUISITION

ADDENDUM TO EXHIBIT U - INSURANCE
---------------------

ADDENDUM TO SCHEDULE 1 - LICENSES, PATENTS, TRADEMARKS. ETC. - HYSAN
----------------------
     ACQUISITION
<PAGE>   20

ADDENDUM TO SCHEDULE 3- TITLE TO PROPERTY; NO LIENS - HYSAN
----------------------
     ACQUISITION

SCHEDULE 11.6 TO FIRST AMENDMENT--DISCLOSURE OF LIABILITIES
-------------