<PAGE>   1
                        CORPORATE RESOLUTION TO BORROWER

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
Principal      Loan Date    Maturity     Loan No.     Call   Collateral   Account    Officer   Initials
<S>            <C>         <C>          <C>          <C>     <C>        <C>         <C>        <C>
$1,000,000.00              11-05-1999   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>

<TABLE>
<CAPTION>
<S>                                                    <C>
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 85004-1135
=======================================================================================================
</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 MAY 3, 1999, 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               X  /s/ DEAN M. WILLARD
                                              ----------------------------------

CARL WALKER           SECRETARY               X  /s/ CARL WALKER
                                              ----------------------------------

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 and/or revision agreement
     or other evidence of obligation 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; TAMMY POWERS; and CARL WALKER, 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>   2
  05-03-1999               CORPORATE RESOLUTION TO BORROW                 Page 2
                                    (Continued)                                 
================================================================================
  IN TESTIMONY WHEREOF, I have hereunto set my hand on May 3, 1999 and attest
  that the signatures set opposite the names listed above are their genuine
  signatures.

                                     CERTIFIED TO AND ATTESTED BY:

                                     X  GB
                                       _________________________________________


                                     X _________________________________________


  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. 3.26b (c) 1999 CFI ProServices,
Inc. All rights reserved. [AZ-C10F3.2611103565.LN]
<PAGE>   3
                           CHANGE IN TERMS AGREEMENT
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
  PRINCIPAL       LOAN DATE       MATURITY       LOAN NO.       CALL       COLLATERAL       ACCOUNT        OFFICER      INITIALS
<S>               <C>            <C>           <C>            <C>         <C>              <C>             <C>          <C>
$1,000,000.00                    11-05-1999    1110003585                    CD             1110003585      WCK(4)
-----------------------------------------------------------------------------------------------------------------------------------
          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 85004-1135

===================================================================================================================================
</TABLE>
Principal Amount: $1,000,000.00                 Date of Agreement: May 3, 1999

DESCRIPTION OF EXISTING INDEBTEDNESS. PROMISSORY NOTE DATED NOVEMBER 4, 1998 IN
THE ORIGINAL PRINCIPAL BALANCE OF $1,000,000.00 AND A CURRENT OUTSTANDING
PRINCIPAL BALANCE OF $999,747.31.

DESCRIPTION OF COLLATERAL. TIME CERTIFICATE DEPOSIT ACCOUNT #27119 ISSUED BY
FIRST CAPITAL BANK OF ARIZONA IN THE ORIGINAL AMOUNT OF $1,000,000.00.

DESCRIPTION OF CHANGE IN TERMS. EXTEND MATURITY DATE TO NOVEMBER 5, 1999 AND
CHANGE INTEREST RATE FROM 6.65% TO 6.56% EFFECTIVE UPON RECEIPT OF SIGNED
DOCUMENTS BY BANK.

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 and 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 November 5, 1999. In addition, Borrower will
pay regular monthly payments of accrued unpaid interest beginning June 3, 1999,
and all subsequent interest payments are due on the same day of each month after
that. Interest on this Agreement is computed on a 365/366 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 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
Agreement or any agreement related to this Agreement, 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 Agreement. (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 Agreement 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 Agreement
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 Agreement 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 AGREEMENT 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 AGREEMENT 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 Keough 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 Agreement against
any and all such accounts.

LINE OF CREDIT. This Agreement evidences a revolving line of credit. Advances
under this Agreement 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; TAMMY POWERS; and CARL WALKER, 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 Agreement at
any time may be evidenced by endorsements on this Agreement or by Lender's
internal records, including daily computer print-outs. Lender will have no
obligation to advance funds under this Agreement if: (a) Borrower or any
guarantor is in default under the terms of this Agreement or any agreement that
Borrower or any guarantor has with Lender, including any agreement made in
connection with the signing of this Agreement; (b) Borrower or any guarantor
ceases doing business or is insolvent; (c) any guarantor cooke claims or
otherwise attempts to limit, modify or revoke such guarantor's guarantee of
this Agreement or any other loan with Lender (d) Borrower has applied funds
provided pursuant to his Agreement for purposes other than those authorized by
Lender; or (e) Lender in good faith deems itself
<PAGE>   4
05-03-1999                 CHANGE IN TERMS AGREEMENT                      Page 2
                                  (Continued)
================================================================================
insecure under this Agreement or any other agreement between Lender and
Borrower.

CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of
the original obligation or obligations, including all agreements evidenced or
securing the obligation(s), remain unchanged and in full force and effect.
Consent by Lender to this Agreement does not waive Lender's right to strict
performance of the obligation(s) as changed, nor obligate Lender to make any
future change in terms. Nothing in this Agreement will constitute a satisfaction
of the obligation(s). It is the intention of Lender to retain as liable parties
all makers and endorsers of the original obligation(s), including accommodation
parties, unless a party is expressly released by Lender in writing. Any maker or
endorser, including accommodation makers, will not be released by virtue of this
Agreement. If any person who signed the original obligation does not sign this
Agreement below, then all persons signing below acknowledge that this Agreement
is given conditionally, based on the representation to Lender that the
non-signing party consents to the changes and provisions of this Agreement or
otherwise will not be released by it. This waiver applies not only to any
initial extension, modification or release, but also to all such subsequent
actions.

MISCELLANEOUS PROVISIONS. Lender may delay or forgo enforcing any of its rights
or remedies under this Agreement without losing them. Borrower and any other
person who signs, guarantees or endorses this Agreement, to the extent allowed
by law, waive presentment, demand for payment, protest and notice of dishonor.
Upon any change in the terms of this Agreement, and unless otherwise expressly
stated in writing, no party who signs this Agreement, 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 AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS
OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT AND
ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE AGREEMENT.

BORROWER:
AUTOMOTIVE SPECIALTY 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., Var. 3.265(c)
                            1939 OFI ProServices, Inc. All rights reserved.
                            [A2-D2011103585.LN]

<PAGE>   5
                     DISBURSEMENT REQUEST AND AUTHORIZATION

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
  PRINCIPAL       LOAN DATE       MATURITY       LOAN NO.       CALL       COLLATERAL       ACCOUNT        OFFICER      INITIALS
<S>               <C>            <C>            <C>            <C>         <C>              <C>             <C>          <C>
$1,000,000.00                    11-05-1999    1110003585                       CD          1110003585        WOK
-----------------------------------------------------------------------------------------------------------------------------------
          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 85004-1135

===================================================================================================================================
</TABLE>

LOAN TYPE. This is a Fixed Rate (6.650%), Revolving Line of Credit Loan to a
Corporation for $1,000,000.00 due on November 5, 1999. This is a secured renewal
loan.

PRIMARY PURPOSE OF LOAN. The primary purpose of this loan is for:

[ ] PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES OR PERSONAL INVESTMENT. 
[X] BUSINESS (INCLUDING REAL ESTATE INVESTMENT).

SPECIFIC PURPOSE. The specific purpose of this loan is: WORKING CAPITAL.

DISBURSEMENT INSTRUCTIONS. Borrower understands that no loan proceeds will be
disbursed until all of Lender's conditions for making the loan have been
satisfied. Please disburse the loan proceeds of $1,000,000.00 as follows:

<TABLE>
          <S>                                                      <C>                                                
          UNDISBURSED FUNDS:....................................         $252.69
          AMOUNT PAID ON BORROWERS ACCOUNT:                          $999,747.31  
          $999,747.31 Payment on Loan # CHANGE OF TERMS.........     
                                                                   -------------
          NOTE PRINCIPAL:.......................................   $1,000,000.00
</TABLE>

FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND
WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND
THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER'S FINANCIAL CONDITION
AS DISCLOSED IN BORROWER'S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS
AUTHORIZATION IS DATED MAY 3, 1999.

BORROWER:

AUTOMOTIVE SPECIALTY 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., Var,
                                     3.26b (c) 1998 CFI ProServices, Inc. All 
                                     rights reserved. [AZ-120 11103505.LN]