<PAGE>   1
                                                                   EXHIBIT 10.14

                                PROMISSORY NOTE

<TABLE>
<S>             <C>          <C>          <C>          <C>    <C>           <C>           <C>       <C>
-------------------------------------------------------------------------------------------------------------
  PRINCIPAL     LOAN DATE     MATURITY      LOAN NO    CALL   COLLATERAL     ACCOUNT      OFFICER   INITIALS
$1,000,000.00   11-04-1998   05-03-1999   1110003585              CD        1110003585      WCK
-------------------------------------------------------------------------------------------------------------
                References in the shaded area are for Lender's use only and do not limit the
                     applicability of this document to any particular loan or item.
-------------------------------------------------------------------------------------------------------------

BORROWER:   AUTOMOTIVE SPECIALTY CHEMICAL GROUP, INC.          LENDER:  FIRST CAPITAL BANK OF ARIZONA
            1207 N. MILLER ROAD                                         2700 NORTH CENTRAL #210
            TEMPE, AZ 85234                                             PHOENIX, AZ 85004
=============================================================================================================

    PRINCIPAL AMOUNT:  $1,000,000.00       INTEREST RATE:  6.650%        DATE OF NOTE:  NOVEMBER 4, 1998
</TABLE>

PROMISE TO PAY.  AUTOMOTIVE SPECIALTY CHEMICAL GROUP, INC. ("BORROWER") PROMISES
TO PAY TO FIRST CAPITAL BANK OF ARIZONA ("LENDER"), OR ORDER, IN LAWFUL MONEY 
OF THE UNITED STATES OF AMERICA, THE PRINCIPAL AMOUNT OF ONE MILLION & 00/100 
DOLLARS ($1,000,000.00) OR SO MUCH AS MAY BE OUTSTANDING, TOGETHER WITH 
INTEREST AT THE RATE OF 6.650% PER ANNUM ON THE UNPAID OUTSTANDING PRINCIPAL 
BALANCE OF EACH ADVANCE. INTEREST SHALL BE CALCULATED FROM THE DATE OF EACH 
ADVANCE UNTIL REPAYMENT OF EACH ADVANCE.

PAYMENT.  BORROWER WILL PAY THIS LOAN IN ONE PAYMENT OF ALL OUTSTANDING 
PRINCIPAL PLUS ALL ACCRUED UNPAID INTEREST ON MAY 3, 1999. IN ADDITION, 
BORROWER WILL PAY REGULAR MONTHLY PAYMENTS OF ACCRUED INTEREST BEGINNING 
DECEMBER 3, 1998, AND ALL SUBSEQUENT INTEREST PAYMENTS ARE DUE ON THE SAME DAY 
OF EACH MONTH AFTER THAT. Interest on this Note is computed on a 365/365 simple 
interest basis; that is, by applying the ratio of the annual interest rate over 
the number of days in a year, multiplied by the outstanding principal balance, 
multiplied by the actual number of days the principal balance is 
outstanding. Borrower will pay Lender at Lender's address shown above or at 
such other place as Lender may designate in writing. Unless otherwise agreed or 
required by applicable law, payments will be applied first to any unpaid 
collection costs and any late charges, then to any unpaid interest, and any 
remaining amount to principal.

PREPAYMENT.  Borrower agrees that all loan fees and other prepaid finance 
charges are earned fully as of the date of the loan and will not be subject to 
refund upon early payment (whether voluntary or as a result of default), except 
as otherwise required by law. Except for the foregoing, Borrower may pay 
without penalty all or a portion of the amount owed earlier than it is due. 
Early payments will not, unless agreed to by Lender in writing, relieve 
Borrower of Borrower's obligation to continue to make payments of accrued 
unpaid interest. Rather, they will reduce the principal balance due.

LATE CHARGE.  If a payment is 11 DAYS OR MORE LATE, Borrower will be charged 
5.000% OF THE REGULARLY SCHEDULED PAYMENT OR $10.00, WHICHEVER IS GREATER.

DEFAULT.  Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment when due. (b) Borrower breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform when
due any other term, obligation, covenant, or condition contained in this Note or
any agreement related to this Note, or in any other agreement or loan Borrower
has with Lender. (c) Any representation or statement made or furnished to Lender
by Borrower or on Borrower's behalf is false or misleading in any material
respect either now or at the time made or furnished. (d) Borrower becomes
insolvent, a receiver is appointed for any part of Borrower's property, Borrower
makes an assignment for the benefit of creditors, or any proceeding is commenced
either by Borrower or against Borrower under any bankruptcy or insolvency laws.
(e) Any creditor tries to take any of Borrower's property on or in which Lender
has a lien or security interest. This includes a garnishment of any of
Borrower's accounts with Lender. (f) Any guarantor dies or any of the other
events described in this default section occurs with respect to any guarantor of
this Note. (g) A material adverse change occurs in Borrower's financial
condition, or Lender believes the prospect of payment or performance of the
indebtedness is impaired. (h) Lender in good faith deems itself insecure.

LENDER'S RIGHTS.  Upon default, Lender may declare the entire unpaid principal 
balance on this Note and all accrued unpaid interest immediately due, without 
notice, and then Borrower will pay that amount. Upon default, including failure 
to pay upon final maturity, Lender, at its option, may also, if permitted under
applicable law, increase the interest rate on this Note 2.000 percentage 
points. The interest rate will not exceed the maximum rate permitted by 
applicable law. Lender may hire or pay someone else to help collect this Note 
if Borrower does not pay. Borrower also will pay Lender that amount. This 
includes, subject to any limits under applicable law, Lender's attorneys' fees 
and Lender's legal expenses whether or not there is a lawsuit, including 
attorneys' fees and legal expenses for bankruptcy proceedings (including 
efforts to modify or vacate any automatic stay or injunction), appeals, and any 
anticipated post-judgment collection services. If not prohibited by applicable 
law, Borrower also will pay any court costs, in addition to all other sums 
provided by law. THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER 
IN THE STATE OF ARIZONA. IF THERE IS A LAWSUIT, BORROWER AGREES UPON LENDER'S 
REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF MARICOPA COUNTY, THE 
STATE OF ARIZONA. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE 
WITH THE LAWS OF THE STATE OF ARIZONA.

DISHONORED ITEM FEE.  Borrower will pay a fee to Lender of $20.00 if Borrower 
makes a payment on Borrower's loan and the check or preauthorized charge with 
which Borrower pays is later dishonored.

RIGHT OF SETOFF.  Borrower grants to Lender a contractual security interest in, 
and hereby assigns, conveys, delivers, pledges, and transfers to Lender all 
Borrower's right, title and interest in and to, Borrower's accounts with Lender 
(whether checking, savings, or some other account), including without 
limitation all accounts held jointly with someone else and all accounts 
Borrower may open in the future, excluding however all IRA and Keogh accounts, 
and all trust accounts for which the grant of a security interest would be 
prohibited by law. Borrower authorizes Lender, to the extent permitted by 
applicable law, to charge or setoff all sums owing on this Note against any and 
all such accounts.

LINE OF CREDIT.  This Note evidences a revolving line of credit. Advances under 
this Note may be requested either orally or in writing by Borrower or by an 
authorized person. Lender may, but need not, require that all oral requests be 
confirmed in writing. All communications, instructions, or directions by 
telephone or otherwise to Lender are to be directed to Lender's office shown 
above. The following party or parties are authorized to request advances under 
the line of credit until Lender receives from Borrower at Lender's address 
shown above written notice of revocation of their authority: DEAN M. WILLARD, 
PRESIDENT; AND TAMMY POWERS, SECRETARY. Borrower agrees to be liable for all 
sums either: (a) advanced in accordance with the instructions of an authorized 
person or (b) credited to any of Borrower's accounts with Lender. The unpaid 
principal balance owing on this Note at any time may be evidenced by 
endorsements on this Note or by Lender's internal  records, including daily 
computer print-outs. Lender will have no obligation to advance funds under this 
Note if: (a) Borrower or any guarantor is in default under the terms of this 
Note or any agreement that Borrower or any guarantor has with Lender, including 
any agreement made in connection with the signing of this Note; (b) Borrower or 
any guarantor ceases doing business or is insolvent; (c) any guarantor seeks, 
claims or otherwise attempts to limit, modify or revoke such guarantor's 
guarantee of this Note or any other loan with Lender; (d) Borrower has applied 
funds provided pursuant to this Note for purposes other than those authorized 
by Lender; or (e) Lender in good faith deems itself insecure under this Note or 
any other agreement between Lender and Borrower.
<PAGE>   2
11-04-1998                      PROMISSORY NOTE                           Page 2
                                  (Continued)

================================================================================

GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or 
remedies under this Note without losing them. Borrower and any other person who 
signs, guarantees or endorses this Note, to the extent allowed by law, waive 
presentment, demand for payment, protest and notice of dishonor. Upon any 
change in the terms of this Note, and unless otherwise expressly stated in 
writing, no party who signs this Note, whether as maker, guarantor, 
accommodation maker or endorser, shall be released from liability. All such 
parties agree that Lender may renew or extend (repeatedly and for any length of 
time) this loan, or release any party or guarantor or collateral; or impair, 
fail to realize upon or perfect Lender's security interest in the collateral; 
and take any other action deemed necessary by Lender without the consent of or 
notice to anyone. All such parties also agree that Lender may modify this loan 
without the consent of or notice to anyone other than the party with whom the 
modification is made.

EFFECTIVE RATE. Borrower agrees to an effective rate of interest that is the 
rate specified in this Note plus any additional rate resulting from any other 
charges in the nature of interest paid or to be paid in connection with this 
Note.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF 
THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF 
A COMPLETED COPY OF THE NOTE.

BORROWER:
AUTOMOTIVE SPECIALITY CHEMICAL GROUP, INC.



BY: /s/ Dean M. Willard
   ---------------------------------------
   Dean M. Willard, President

================================================================================
Fixed Rate. Line of Credit. Laser Pro, Reg. U.S. Pat. & T.M. off., Ver. 3.26a 
(c) 1998 CFI ProServices, Inc. All rights reserved. [AZ-D20F.3.2611103585.LN]

<PAGE>   3
                         CORPORATE RESOLUTION TO BORROW
<TABLE>
<CAPTION>
<S>               <C>          <C>           <C>           <C>      <C>             <C>         <C>        <C>
  Principal        Loan Date      Maturity       Loan No     Call    Collateral      Account      Officer    Initials
$1,000,000.00     11-04-1998     05-03-1999     1110003585              CD           1110003585      WCK 

References in the shaded area are for Lender's use only and do not limit the applicability of this document to
any particular loan or item.

Borrower; AUTOMOTIVE SPECIALTY CHEMICAL GROUP, INC.    Lender: First Capital Bank of Arizona
          1207 N. MILLER ROAD                                  2700 North Central #210
          TEMPE, AZ 85234                                      Phoenix, AZ 85004
 
</TABLE>

I, THE UNDERSIGNED SECRETARY OR ASSISTANT SECRETARY OF AUTOMOTIVE SPECIALTY
CHEMICAL GROUP, INC. (THE "CORPORATION"), HEREBY CERTIFY THAT the Corporation is
organized and existing under and by virtue of the laws of the State of Delaware
as a corporation for profit, with its principal office at 1207 N. MILLER ROAD,
TEMPE, AZ 85234, and is duly authorized to transact business in the State of
Arizona.

I FURTHER CERTIFY that at a meeting of the Directors of the Corporation, duly
called and held ON NOVEMBER 1, 1998, at which a quorum was present and voting,
or by other duly authorized corporate action in lieu of a meeting, the following
resolutions were adopted:

BE IT RESOLVED, that ANY ONE (1) of the following named officers, employees, or
agents of this Corporation, whose actual signatures are shown below:

NAMES                        POSITIONS                        ACTUAL SIGNATURES
DEAN M. WILLARD              PRESIDENT                       /s/ Dean M. Willard
TAMMY POWERS                 SECRETARY                       /s/ Tammy Powers

acting for and on behalf of the Corporation and as its act and deed be, and they
hereby are, authorized and empowered:

     BORROW MONEY. To borrow from time to time from First Capital Bank of
     Arizona ("Lender"), on such terms as may be agreed upon between the
     Corporation and Lender, such sum or sums of money as in their judgment
     should be borrowed; however, not exceeding at any one time the amount of
     ONE MILLION & 00/100 DOLLARS ($1,000,000.00), in addition to such sum or
     sums of money as may be currently borrowed by the Corporation from Lender.

     EXECUTE NOTES. To execute and deliver to Lender the promissory note or
     notes, or other evidence of credit accommodations of the Corporation, on
     Lender's forms, at such rates of interest and on such terms as may be
     agreed upon, evidencing the sums of money so borrowed or any indebtedness
     of the Corporation to Lender, and also to execute and deliver to Lender one
     or more renewals, extensions, modifications, refinancings, consolidations,
     or substitutions for one or more of the notes, any portion of the notes, or
     any other evidence of credit accommodations.

     GRANT SECURITY. To mortgage, pledge, transfer, endorse, hypothecate, or
     otherwise encumber and deliver to Lender, as security for the payment of
     any loans or credit accommodations so obtained, any promissory notes so
     executed (including any amendments to or modifications, renewals, and
     extensions of such promissory notes), or any other or further indebtedness
     of the Corporation to Lender at any time owing, however the same may be
     evidenced, any property   now or hereafter belonging to the Corporation or
     in which the Corporation now or hereafter may have an interest, including
     without limitation all real property and all personal property (tangible or
     intangible) of the Corporation. Such property may be mortgaged, pledged,
     transferred, endorsed, hypothecated, or encumbered at the time such loans
     are obtained or such indebtedness is incurred, or at any other time or
     times, and may be either in addition to or in lieu of any property
     theretofore mortgaged, pledged, transferred, endorsed, hypothecated, or
     encumbered.

     EXECUTE SECURITY DOCUMENTS. To execute and deliver to Lender the forms of
     mortgage, deed of trust, pledge agreement, hypothecation agreement, and
     other security agreements and financing statements which may be submitted
     by Lender, and which shall evidence the terms and conditions under and
     pursuant to which such liens and encumbrances, or any of them, are given;
     and also to execute and deliver to Lender any other written instruments,
     any chattel paper, or any other collateral, of any kind or nature, which
     they may in their discretion deem reasonably necessary or proper in
     connection with or pertaining to the giving of the liens and encumbrances.

     DEPOSIT ACCOUNTS. To open one or more depository accounts in the
     Corporation's name and sign and deliver all documents or items required to
     fulfill the conditions of all banking business, including without
     limitation the initiation of wire transfers, until authority is revoked by
     action of the Corporation on written notice to Lender.

     NEGOTIATE ITEMS. To draw, endorse, and discount with Lender all drafts,
     trade acceptances, promissory notes, or other evidences of indebtedness
     payable to or belonging to the Corporation in which the Corporation may
     have an interest, and either to receive cash for the same or to cause such
     proceeds to be credited to the account of the Corporation with Lender, or
     to cause such other disposition of the proceeds derived therefrom as they
     may deem advisable.

     FURTHER ACTS. In the case of lines of credit, to designate additional
     or alternate individuals as being authorized to request advances
     thereunder, and in all cases, to do and perform such other acts and things,
     to pay any and all fees and costs, and to execute and deliver such other
     documents and agreements as they may in their discretion deem reasonably
     necessary or proper in order to carry into effect the provisions of these
     Resolutions. The following person or persons currently are authorized to
     request advances and authorize payments under the line of credit until
     Lender receives written notice of revocation of their authority: DEAN M.
     WILLARD, PRESIDENT; and TAMMY POWERS, SECRETARY.

BE IT FURTHER RESOLVED, that any and all acts authorized pursuant to these 
Resolutions and performed prior to the passage of these Resolutions are hereby 
ratified and approved, that these Resolutions shall remain in full force and 
effect and Lender may rely on these Resolutions until written notice of their 
revocation shall have been delivered to and received by Lender. Any such notice 
shall not affect any of the Corporation's agreements or commitments in effect 
at the time notice is given.

BE IT FURTHER RESOLVED, that the Corporation will notify Lender in writing at 
Lender's address shown above (or such other addresses as Lender may designate 
from time to time) prior to any (a) change in the name of the Corporation, (b) 
change in the assumed business name(s) of the Corporation, (c) change in the 
management of the Corporation, (d) change in the authorized signer(s), (e) 
conversion of the Corporation to a new or different type of business entity, or 
(f) change in any other aspect of the Corporation that directly or indirectly 
relates to any agreements between the Corporation and Lender. No change in the 
name of the Corporation will take effect until after Lender has been notified.

I FURTHER CERTIFY that the officers, employees, and agents named above are duly 
elected, appointed, or employed by or for the Corporation, as the case may be, 
and occupy the positions set opposite their respective names; that the 
foregoing Resolutions now stand of record on the books of the Corporation; and 
that the Resolutions are in full force and effect and have not been modified or 
revoked in any manner whatsoever. The Corporation has no corporate seal, and 
therefore, no seal is affixed to this certificate.

<PAGE>   4
11-04-1998        CORPORATE RESOLUTION TO BORROW               Page 2
                            (Continued)

================================================================================
IN TESTIMONY WHEREOF, I have hereunto set my hand on November 4, 1998 and 
attest that the signatures set opposite the names listed above are their 
genuine signatures.

                                               CERTIFIED TO AND ATTESTED BY:

                                               X /s/ Dean M. Willard
                                                 ---------------------------

                                               X /s/ Tammy Powers
                                                 ---------------------------


NOTE: In case the Secretary or other certifying officer is designated by the 
foregoing resolutions as one of the signing officers, it is advisable to have 
this certificate signed by a second Officer or Director of the Corporation.

================================================================================
LASER PRO, Reg. U.S. Pat. & T.M. Off., Ver. 3.26a (c) 1998 CFI ProServices Inc.
All rights reserved. [AZ-CIO F3.26 11103585.LN]
<PAGE>   5
                         ASSIGNMENT OF DEPOSIT ACCOUNT

<TABLE>
-----------------------------------------------------------------------------------------------------------------------------
<S>              <C>             <C>            <C>           <C>       <C>             <C>             <C>         <C>
  PRINCIPAL       LOAN DATE       MATURITY       LOAN NO.      CALL      COLLATERAL        ACCOUNT       OFFICER     INITIALS
$1,000,000.00     11-04-1998     05-03-1999     1110003585                  CD           1110003585       WCK
-----------------------------------------------------------------------------------------------------------------------------
References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular
loan or item.
</TABLE>

BORROWER:   AUTOMOTIVE SPECIALTY CHEMICAL GROUP, INC.
            1207 N. MILLER ROAD
            TEMPE, AZ 85234

   
LENDER:     FIRST CAPITAL BANK OF ARIZONA                                 
            2700 NORTH CENTRAL #210
            PHOENIX, AZ 85004
    

GRANTOR:    DOMINION INCOME MANAGEMENT CORP.
            15302 25TH DRIVE S.E.
            MILL CREEK, WA 98012

===============================================================================
THIS ASSIGNMENT OF DEPOSIT ACCOUNT IS ENTERED INTO AMONG AUTOMOTIVE SPECIALTY
CHEMICAL GROUP, INC. (REFERRED TO BELOW AS "BORROWER"); DOMINION INCOME
MANAGEMENT CORP. (REFERRED TO BELOW AS "GRANTOR"); AND FIRST CAPITAL BANK OF
ARIZONA (REFERRED TO BELOW AS "LENDER").

ASSIGNMENT.  For valuable consideration, Grantor assigns and grants to Lender a
security interest in the Collateral, including without limitation the deposit
accounts described below, to secure the indebtedness and agrees that Lender
shall have the rights stated in this Agreement with respect to the Collateral,
in addition to all other rights which Lender may have by law.

DEFINITIONS.  The following words shall have the following meanings when used in
this Agreement. Terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code. All references
to dollar amounts shall mean amounts in lawful money of the United States of
America.

     ACCOUNT.  The word "Account" means the deposit account described below in
     the definition for "Collateral."

     AGREEMENT.  The word "Agreement" means this Assignment of Deposit Account,
     as this Assignment of Deposit Account may be amended or modified from time
     to time, together with all exhibits and schedules attached to this
     Assignment of Deposit Account from time to time.

     BORROWER.  The word "Borrower" means each and every person or entity
     signing the Note, including without limitation AUTOMOTIVE SPECIALTY
     CHEMICAL GROUP, INC.

     COLLATERAL.  The word "Collateral" means the following described deposit
     account:

          TIME CERTIFICATE DEPOSIT ACCOUNT #27119 ISSUED BY FIRST CAPITAL BANK
          OF ARIZONA ISSUED BY LENDER IN AN AMOUNT NOT LESS THAN $1,000,000.00

     together with (a) all interest, whether now accrued or hereafter accruing;
     (b) all additional deposits hereafter made to the Account; (c) any and all
     proceeds from the Account; and (d) all renewals, replacements and
     substitutions for any of the foregoing.

     In addition, the word "Collateral" includes all property of Grantor
     (however owned if owned by more than one person), in the possession of
     Lender (or in the possession of a third party subject to the control of
     Lender), whether existing now or later and whether tangible or intangible
     in character, including without limitation each and all of the following:

          (a) All property to which Lender acquires title or documents of title.

          (b) All property assigned to Lender.

          (c) All promissory notes, bills of exchange, stock certificates,
          bonds, savings passbooks, time certificates of deposit, insurance
          policies, and all other instruments and evidences of an obligation.

          (d) All records, relating to any of the property described in this
          Collateral section, whether in the form of writing, microfilm,
          microfiche, or electronic media.

     EVENT OF DEFAULT.  The words "Event of Default" mean and include without
     limitation any of the Events of Default set forth below in the section
     filed "Events of Default."

     GRANTOR.  The word "Grantor" means DOMINION INCOME MANAGEMENT CORP. Any
     Grantor who signs this Agreement, but does not sign the Note, is signing
     this Agreement only to grant a security interest in Grantor's interest in
     the Collateral to Lender and is not personally liable under the Note except
     as otherwise provided by contract or law (e.g., personal liability under a
     guaranty or as a surety).

     GUARANTOR.  The word "Guarantor" means and includes without limitation each
     and all of the guarantors, sureties, and accommodation parties in
     connection with the indebtedness.

     INDEBTEDNESS.  The word "Indebtedness" means the indebtedness evidenced by
     the Note, including all principal and interest, together with all other
     indebtedness and costs and expenses for which Grantor or Borrower is
     responsible under this Agreement or under any of the Related Documents.

     LENDER.  The word "Lender" means First Capital Bank of Arizona, its
     successors and assigns.

     NOTE.  The word "Note" means the note or credit agreement dated November 4,
     1998, in the principal amount of $1,000,000.00 from Borrower to Lender,
     together with all renewals of, extensions of, modifications of,
     refinancings of, consolidations of and substitutions for the note or credit
     agreement.

     RELATED DOCUMENTS.  The words "Related Documents" mean and include without
     limitation all promissory notes, credit agreements, loan agreements,
     environmental agreements, guaranties, security agreements, mortgages, deeds
     of trust, and all other instruments, agreements and documents, whether now
     or hereafter existing, executed in connection with the indebtedness.

BORROWER'S WAIVERS AND RESPONSIBILITIES. Except as otherwise required under this
Agreement or by applicable law, (a) Borrower agrees that Lender need not tell
Borrower about any action or inaction Lender takes in connection with this
Agreement; (b) Borrower assumes the responsibility for being and keeping
informed about the Collateral; and (c) Borrower waives any defenses that may
arise because of any action or inaction of Lender, including without limitation
any failure of Lender to realize upon the Collateral or any delay by Lender in
realizing upon the Collateral; and Borrower agrees to remain liable under the
Note no matter what action Lender takes or fails to take under this Agreement.

GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that: (a) this
Agreement is executed at Borrower's request and not at the request of Lender;
(b) Grantor has the full right, power and authority to enter into this Agreement
and to pledge the Collateral to Lender; (c) Grantor has established adequate
means of obtaining from Borrower on a continuing basis information about
Borrower's financial condition; and (d) Lender 
<PAGE>   6

                         ASSIGNMENT OF DEPOSIT ACCOUNT                   PAGE 2
11-04-1998                        (CONTINUED)
===============================================================================

has made no representation to Grantor about Borrower or Borrower's
creditworthiness.

GRANTOR'S WAIVERS. Grantor waives all requirements of presentment, protest,
demand, and notice of dishonor or non-payment to Grantor, Borrower, or any other
party to the Indebtedness or the Collateral. Lender may do any of the following
with respect to any obligation of any Borrower, without first obtaining the
consent of Grantor: (a) grant any extension of time for any payment, (b) grant
any renewal, (c) permit any modification of payment terms or other terms, or (d)
exchange or release any Collateral or other security. No such act or failure to
act shall affect Lender's rights against Grantor or the Collateral.

GRANTOR'S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. With
respect to the Collateral, Grantor represents and warrants to Lender that:

     OWNERSHIP. Grantor is the lawful owner of the Collateral free and clear of
     all loans, liens, encumbrances, and claims except as disclosed to and
     accepted by Lender in writing.

     RIGHT TO GRANT SECURITY INTEREST. Grantor has the full right, power, and
     authority to enter into this Agreement and to assign the Collateral to
     Lender.

     NO FURTHER TRANSFER. Grantor will not sell, assign, encumber, or otherwise
     dispose of any of Grantor's rights in the Collateral except as provided in
     this Agreement.

     NO DEFAULTS. There are no defaults relating to the Collateral, and there
     are no offsets or counterclaims to the same. Grantor will strictly and
     promptly do everything required of Grantor under the terms, conditions,
     promises, and agreements contained in or relating to the Collateral.

     PROCEEDS. Any and all replacement or renewal certificates, instruments, or
     other benefits or proceeds related to the Collateral that are received by
     Grantor shall be held by Grantor in trust for Lender and immediately shall
     be delivered by Grantor to Lender to be held as part of the Collateral.

LENDER'S RIGHTS AND OBLIGATIONS WITH RESPECT TO THE COLLATERAL. While this
Agreement is in effect, Lender may retain the rights to possession of the
Collateral, together with any and all evidence of the Collateral, such as
certificates or passbooks. This Agreement will remain in effect until (a) there
no longer is any Indebtedness owing to Lender; (b) all other obligations secured
by this Agreement have been fulfilled; and (c) Grantor, in writing, has
requested from Lender a release of this Agreement.

EXPENDITURES BY LENDER. If not discharged or paid when due, Lender may (but
shall not be obligated to) discharge or pay any amounts required to be
discharged or paid by Grantor under this Agreement, including without limitation
all taxes, liens, security interests, encumbrances, and other claims, at any
time levied or placed on the Collateral. Lender also may (but shall not be
obligated to) pay all costs for insuring, maintaining and preserving the
Collateral. All such expenditures incurred or paid by Lender for such purposes
will then bear interest at the rate charged under the Note from the date
incurred or paid by Lender to the date of repayment by Grantor. All such
expenses shall become a part of the Indebtedness and, at Lender's option, will
(a) be payable on demand, (b) be added to the balance of the Note and be
apportioned among and be payable with any installment payments to become due
during either (i) the term of any applicable insurance policy or (ii) the
remaining term of the Note, or (c) be treated as a balloon payment which will be
due and payable at the Note's maturity. This Agreement also will secure payment
of these amounts. Such right shall be in addition to all other rights and
remedies to which Lender may be entitled upon the occurrence of an Event of
Default.

LIMITATIONS ON OBLIGATIONS OF LENDER. Lender shall use ordinary reasonable care
in the physical preservation and custody of any certificate or passbook for the
Collateral but shall have no other obligation to protect the Collateral or its
value. In particular, but without limitation, Lender shall have no
responsibility (a) for the collection or protection of any income on the
Collateral; (b) for the preservation of rights against Issuers of the Collateral
or against third persons; (c) for ascertaining any maturities, conversions,
exchanges, offers, tenders, or similar matters relating to the Collateral; nor
(d) for informing the Grantor about any of the above, whether or not Lender has
or is deemed to have knowledge of such matters.

EVENTS OF DEFAULT. Each of the following shall constitute an Event of Default
under this Agreement:

     DEFAULT ON INDEBTEDNESS. Failure of Borrower to make any payment when due
     on the Indebtedness.

     OTHER DEFAULTS. Failure of Grantor or Borrower to comply with or to perform
     any other term, obligation, covenant or condition contained in this
     Agreement or in any of the Related Documents or failure of Borrower to
     comply with or to perform any term, obligation, covenant or condition
     contained in any other agreement between Lender and Borrower.

     FALSE STATEMENTS. Any warranty, representation or statement made or
     furnished to Lender by or on behalf of Grantor or Borrower under this
     Agreement, the Note or the Related Documents is false or misleading in any
     material respect, either now or at the time made or furnished.

     DEFECTIVE COLLATERALIZATION. This Agreement or any of the Related Documents
     ceases to be in full force and effect (including failure of any collateral
     documents to create a valid and perfected security interest or lien) at any
     time and for any reason.

     INSOLVENCY. The dissolution or termination of Grantor or Borrower's
     existence as a going business, the insolvency of Grantor or Borrower, the
     appointment of a receiver for any part of Grantor or Borrower's property,
     any assignment for the benefit of creditors, any type of creditor workout,
     or the commencement of any proceeding under any bankruptcy or insolvency
     laws by or against Grantor or Borrower.

     CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of foreclosure or
     forfeiture proceedings, whether by judicial proceeding, self-help,
     repossession or any other method, by any creditor of Grantor or Borrower or
     by any governmental agency against the Collateral or any other collateral
     securing the Indebtedness. This includes a garnishment of any Grantor or
     Borrower's deposit accounts with Lender.

     EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with respect
     to any Guarantor of any of the Indebtedness or such Guarantor dies or
     becomes incompetent.

     ADVERSE CHANGE. A material adverse change occurs in Borrower's financial
     condition, or Lender believes the prospect of payment or performance of the
     Indebtedness is impaired.

     INSECURITY. Lender, in good faith, deems itself insecure.

RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of an Event of Default, or
at any time thereafter, Lender may exercise any one or more of the following
rights and remedies. In addition to any rights or remedies that may be available
at law, in equity, or otherwise:

     ACCELERATE INDEBTEDNESS. Lender may declare all Indebtedness of Borrower to
     Lender immediately due and payable, without notice of any kind to Grantor
     or Borrower.

     APPLICATION OF ACCOUNT PROCEEDS. Lender may obtain all funds in the Account
     from the Issuer of the Account and apply them to the Indebtedness in the
     same manner as if the Account had been issued by Lender. If the Account is
     subject to an early withdrawal penalty, that penalty shall be deducted from
     the Account before its application to the Indebtedness, whether the Account
     is with Lender or some other institution.  Any excess funds remaining after
     application of the Account proceeds to the Indebtedness will be paid to
     Grantor or Borrower as the interests of Grantor or Borrower may appear.
     Borrower agrees, to the extent permitted by law, to pay any deficiency
     after application of the proceeds of the Account to the Indebtedness.
     Lender also shall have all the rights of a secured party under the Arizona
     Uniform Commercial Code, even if the Account is not otherwise subject to
     such Code concerning security interests, and the parties to this Agreement
     agree that the

<PAGE>   7
11-04-1998               ASSIGNMENT OF DEPOSIT ACCOUNT                   Page 3
                                  (Continued)
===============================================================================

     provisions of the Code giving rights to a secured party shall nonetheless
     be a part of this Agreement.

     COLLECT THE COLLATERAL. Lender may collect any of the Collateral and, at
     Lender's option and to the extent permitted by applicable law, may retain
     possession of the Collateral while suing on the indebtedness.

     SELL THE COLLATERAL. Lender may sell the Collateral, at Lender's
     discretion, as a unit or in parcels, at one or more public or private
     sales. Unless the Collateral is perishable or threatens to decline speedily
     in value, Lender shall give or mail to Grantor or Borrower, or any of them,
     notice at least ten (10) days in advance of the time and place of public
     sale, or of the date after which private sale may be made. Grantor and
     Borrower agree that any requirement of reasonable notice is satisfied if
     Lender mails notice by ordinary mail addressed to Grantor or Borrower, or
     any of them, at the last address Grantor or Borrower has given Lender in
     writing. If public sale is held, there shall be sufficient compliance with
     all requirements of notice to the public by a single publication in any
     newspaper of general circulation in the county where the Collateral is
     located, setting forth the time and place of sale and a brief description
     of the property to be sold. Lender may be a purchaser at any public sale.

     REGISTER SECURITIES. Lender may register any securities included in the
     Collateral in Lender's name and exercise any rights normally incident to
     the ownership of securities.

     SELL SECURITIES. Lender may sell any securities included in the Collateral
     in a manner consistent with applicable federal and state securities laws,
     notwithstanding any other provision of this or any other agreement. If,
     because of restrictions under such laws, Lender is or believes it is unable
     to sell the securities in an open market transaction, Grantor and Borrower
     agree that (a) Lender shall have no obligation to delay sale until the
     securities can be registered, (b) Lender may make a private sale to a
     single person or restricted group of persons, even though such sale may
     result in a price that is less favorable than might be obtained in an open
     market transaction, and (c) such a sale shall be considered commercially
     reasonable. If any securities held as Collateral are "restricted
     securities" as defined in the Rules of the Securities and Exchange
     Commission (such as Regulation D or Rule 144) or state securities
     department under state "Blue Sky" laws, or if Grantor or Borrower, or any
     of them (if more than one), is an affiliate of the issuer of the
     securities, Grantor and Borrower agree that Grantor or Borrower will
     neither sell nor dispose of any securities of such Issuer without obtaining
     Lender's prior written consent.

     TRANSFER TITLE. Lender may effect transfer of title upon sale of all or
     part of the Collateral. For this purpose, Grantor irrevocably appoints
     Lender as its attorney-in-fact to execute endorsements, assignments and
     instruments in the name of Grantor and each of them (if more than one) as
     shall be necessary or reasonable.

     APPLICATION OF PROCEEDS. Lender may apply any cash which is part of the
     Collateral, or which is received from the collection or sale of the
     Collateral, to (a) reimbursement of any expenses,including any costs of
     any securities registration, commissions incurred in connection with a
     sale, attorney fees as provided below and court costs, whether or not there
     is a lawsuit and including any fees on appeal, incurred by Lender in
     connection with the collection and sale of such Collateral, and (b) to the
     payment of the indebtedness of Borrower to Lender, with any excess funds to
     be paid to Grantor as the Interests of Grantor may appear.

     OTHER RIGHTS AND REMEDIES. Lender shall have and may exercise any or all of
     the rights and remedies of a secured creditor under the provisions of the
     Arizona Uniform Commercial Code, at law, in equity, or otherwise.

     DEFICIENCY JUDGMENT. If permitted by applicable law, Lender may obtain a
     judgment for any deficiency remaining in the indebtedness due to Lender
     after application of all amounts received from the exercise of the rights
     provided in this section.

     CUMULATIVE REMEDIES. All of Lender's rights and remedies, whether evidenced
     by this Agreement or by any other writing, shall be cumulative and may be
     exercised singularly or concurrently. Election by Lender to pursue any
     remedy shall not exclude pursuit of any other remedy, and an election to
     make expenditures or to take action to perform an obligation of Grantor or
     Borrower under this Agreement, after Grantor or Borrower's failure to
     perform, shall not affect Lender's right to declare a default and to
     exercise its remedies.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Agreement:

     AMENDMENTS. This Agreement, together with any Related Documents,
     constitutes the entire understanding and agreement of the parties as to the
     matters set forth in this Agreement. No alteration of or amendment to this
     Agreement shall be effective unless given in writing and signed by the
     party or parties sought to be charged or bound by the alteration or
     amendment.

     APPLICABLE LAW. This Agreement has been delivered to Lender and accepted by
     Lender in the State of Arizona. If there is a lawsuit, Grantor and Borrower
     agree upon Lender's request to submit to the jurisdiction of the courts of
     Maricopa County, State of Arizona. This Agreement shall be governed by and
     construed in accordance with the laws of the State of Arizona.

     ATTORNEY'S FEES; EXPENSES. Grantor and Borrower agree to pay upon demand
     all of Lender's costs and expenses, including attorneys' fees and Lender's
     legal expense, incurred in connection with the enforcement of this
     Agreement. Lender may pay someone else to help enforce this Agreement, and
     Grantor and Borrower shall pay the costs and expenses of such enforcement.
     Costs and expenses include Lender's attorneys' fees and legal expenses
     whether or not there is a lawsuit, including attorneys' fees and legal
     expenses for bankruptcy proceedings (and including efforts to modify or
     vacate any automatic stay or injunction), appeals, and any anticipated
     post-judgment collection services. Grantor and Borrower also shall pay all
     court costs and such additional fees as may be directed by the court.

     MULTIPLE PARTIES; CORPORATE AUTHORITY. All obligations of Grantor and
     Borrower under this Agreement shall be joint and several, and all
     references to Borrower shall mean each and every Borrower, and all
     references to Grantor shall mean each and every Grantor. This means that
     each of the persons signing below is responsible for all obligations in
     this Agreement.

     NOTICES. All notices required to be given under this Agreement shall be
     given in writing, may be sent by telefacsimile (unless otherwise required
     by law), and shall be effective when actually delivered or when deposited
     with a nationally recognized overnight courier or deposited in the United
     States mail, first class, postage prepaid, addressed to the party to whom
     the notice is to be given at the address shown above. Any party may change
     its address for notices under this Agreement by giving formal written
     notice to the other parties, specifying that the purpose of the notice is
     to change the party's address. To the extent permitted by applicable law,
     if there is more than one Grantor or Borrower, notice to any Grantor or
     Borrower will constitute notice to all Grantor and Borrowers. For notice
     purposes, Grantor and Borrower will keep Lender informed at all times of
     Grantor and Borrower's current address(es).

     POWER OF ATTORNEY. Grantor hereby appoints Lender as its true and lawful
     attorney-in-fact, irrevocably, with full power of substitution to do the
     following: (a) to demand, collect, receive, receipt for, sue and recover
     all sums of money or other property which may now or hereafter become due,
     owing or payable from the Collateral; (b) to execute, sign and endorse any
     and all claims, instruments, receipts, checks, drafts or warrants issued in
     payment for the Collateral; (c) to settle or compromise any and all claims
     arising under the Collateral; and, in the place and stead of Grantor, to
     execute and deliver its release and settlement for the claim; and (d) to
     file any claim or claims or to take any action or institute or take part in
     any proceedings, either in its own name or in the name of Grantor, or
     otherwise, which in the discretion of Lender may seem to be necessary or
     advisable. This power is given as security for the indebtedness, and the
     authority hereby conferred is and shall be irrevocable and shall remain in
     full force and effect until renounced by Lender.

     SEVERABILITY. If a court of competent jurisdiction finds any provision of
     this Agreement to be invalid or unenforceable as to any person or
     circumstance, such finding shall not render that provision invalid or
     unenforceable as to any other persons or circumstances. If feasible, any
     such
<PAGE>   8
11-04-1998        ASSIGNMENT OF DEPOSIT ACCOUNT                Page 4
                            (Continued)

================================================================================

     offending provision shall be deemed to be modified to be within the limits
     of enforceability or validity; however, if the offending provision cannot
     be so modified, it shall be stricken and all other provisions of this
     Agreement in all other respects shall remain valid and enforceable.

     SUCCESSOR INTERESTS. Subject to the limitations set forth above on transfer
     of the Collateral, this Agreement shall be binding upon and inure to the
     benefit of the parties, their successors and assigns.

     WAIVER. Lender shall not be deemed to have waived any rights under this
     Agreement unless such waiver is given in writing and signed by Lender. No
     delay or omission on the part of Lender in exercising any right shall
     operate as a waiver of such right or any other right. A waiver by Lender of
     a provision of this Agreement shall not prejudice or constitute a waiver of
     Lender's right otherwise to demand strict compliance with that provision or
     any other provision of this Agreement. No prior waiver by Lender, nor any
     course of dealing between Lender and Grantor, shall constitute a waiver of
     any of Lender's rights or of any of Grantor's obligations as to any future
     transactions. Whenever, the consent of Lender is required under this
     Agreement, the granting of such consent by Lender in any instance shall not
     constitute continuing consent to subsequent instances where such
     consent is required and in all cases such consent may be granted or
     withheld in the sole discretion of Lender.

BORROWER AND GRANTOR ACKNOWLEDGE HAVING READ ALL THE PROVISIONS OF THIS 
ASSIGNMENT OF DEPOSIT ACCOUNT AND AGREE TO ITS TERMS. THIS AGREEMENT IS DATED 
NOVEMBER 4, 1998.

BORROWER:

AUTOMOTIVE SPECIALITY CHEMICAL GROUP, INC.

By: /s/ Tammy M. Powers, CFO
    ----------------------------------------
    Tammy M. Powers, CFO
    Chief Financial Officer

GRANTOR:

DOMINION INCOME MANAGEMENT CORP.

By: /s/ Andrew L. Evans
    ----------------------------------------
    ANDREW L. EVANS, PRESIDENT
          

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LASER PRO, Reg. U.S. Pat. & T.M. Off., Ver. 3.26a (c) 1998 CFI ProServices Inc.
All rights reserved. (AZ-F90 F3.26 11103585.LN)