Exhibit 10.18

                           GENERAL SECURITY AGREEMENT

      This GENERAL SECURITY AGREEMENT is made this 30 day of May 2003, between
HUDSON TECHNOLOGIES COMPANY ("Debtor"), a corporation organized and existing
pursuant to the laws of the State of Tennessee having an address at 275 North
Middletown Road, Pearl River, New York 10965 and KELTIC FINANCIAL PARTNERS, LP
("Lender"), a Delaware limited partnership, with a place of business at 555
Theodore Fremd Avenue, Suite C-207, Rye, New York 10580.

  DEFINITIONS. All words and terms used in this Agreement shall have the
     meanings as set forth herein and where not otherwise defined herein shall
     be deemed to have the meanings as accorded to them in the Uniform
     Commercial Code as in effect from time to time ("UCC"). As used herein, the
     following terms shall have the following meanings (terms defined in the
     singular to have the same meaning when used in the plural and vice versa):

            B. "Account" shall have the meaning given to such term in the UCC.

            C. "Account Debtor" shall mean any Person who is or may become
obligated under or on account of any Account, Chattel Paper or General
Intangible.

            D. "Agreement" shall mean this General Security Agreement.

            E. "Authenticate" shall mean to sign or to execute or otherwise
adopt a symbol, or encrypt or similarly process a record in whole or in part,
with the present interest of the authenticating person to identify the person
and adopt or accept a Record.

            F. "Chattel Paper" shall have the meaning given to such term in the
UCC.

            G. "Collateral" shall have the meaning given to such term in Section
2.1 hereof.

            H. "Commercial Tort Claim" shall have the meaning given to such term
in Section 2.1 hereof.

            I. "Deposit Account" shall have the meaning given to such term in
the UCC.

            J. "Document" shall have the meaning given to such term in the UCC.

            K. "Equipment" shall mean all machinery, equipment, office
machinery, furniture, fixtures, conveyors, tools, materials storage and handling
equipment, molds, dies, stamps and other equipment of every kind and nature and
wherever situated now or hereafter owned by Debtor or in which Debtor may have
any interest (to the extent of such interest), together with all additions and
accessions thereto, all replacements and all accessories and parts therefor, all
manuals, blueprints, know-how, warranties and records in connection therewith,
all rights against suppliers, warrantors, manufacturers, sellers or others in
connection therewith, and together with all substitutes for any of the
foregoing.

            L. "General Intangibles" shall mean all personal property and
general intangibles, including, without limitation, all choses in action, causes
of action, payment intangibles, corporate or other business records, inventions,
blueprints, designs, patents,


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patent applications, copyrights, copyright applications, trademarks, trademark
applications, trade names, trade secrets, goodwill, brand names, registrations,
licenses, franchises, customer lists, tax refund claims, computer programs and
software, operational manuals, capitalized finance costs, origination fees, all
equipment formulations, manufacturing procedures, quality control procedures and
product specifications relating to products sold under patents, trademarks or
copyrights owned by Debtor or in which Debtor has an interest, the right to sue
for all past, present and future infringements of such patents, trademarks and
copyrights, all claims under guaranties, security interests or other security
held by or granted to Debtor to secure payment of any of the Accounts by an
Account Debtor, all rights to indemnification and all other intangible and
personal property of every kind and nature (other than Receivables).

            M. "Goods" shall have the meaning given to such term in the UCC.

            N. "Instruments" shall have the meaning given to such term in the
UCC.

            O. "Inventory" shall have the meaning given to such term in the UCC.

            P. "Investment Property" shall have the meaning given to such term
in the UCC.

            Q. "Loan Agreement" shall mean the Revolving Loan Agreement dated
the date hereof between the Debtor and Lender, as the same may be modified,
amended, restated or replaced from time to time.

            R. "Loan Documents" shall mean the Revolving Note, the Term Note,
the Loan Agreement executed and delivered by the Debtor to Lender, together with
this Agreement and any and all other documents, instruments or agreements
executed in connection therewith as the same may be modified, amended, restated
or replaced from time to time.

            S. "Letter-of-Credit Rights" shall have the meaning given to such
term in the UCC.

            T. "Obligations" shall mean and include all loans, advances, debts,
liabilities, obligations, covenants and duties owing by Debtor to Lender or any
affiliate of Lender of any kind or nature, present or future, whether or not
evidenced by any note, guaranty or other instrument, whether arising under this
Agreement, the other Loan Documents or under any other agreement or by operation
of law, whether or not for the payment of money, whether arising by reason of an
extension of credit, opening, guaranteeing or confirming of a letter of credit,
loan, guaranty, indemnification or in any other manner, whether direct or
indirect (including those acquired by assignment), absolute or contingent, due
or to become due, now due or hereafter arising and however acquired, including,
without limitation, all interest, charges, expenses, commitment, facility,
collateral management or other fees, attorneys' fees and expenses, and any other
sum chargeable to Debtor under this Agreement, the other Loan Documents or any
other agreement with Lender.

            U. "Person" shall mean an individual, partnership, limited liability
company, limited liability partnership, corporation, joint venture, joint stock
company, land trust, business trust or unincorporated organization, or a
government agency or political subdivision thereof.


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            V. "Property" shall mean any interest in any kind of property or
asset, whether real, personal or mixed, or tangible or intangible.

            W. "Receivables" shall mean and include all present and future
Accounts including, without limitation, healthcare receivables, credit card
receivables, software and license fees, contract rights, promissory notes,
chattel paper, electronic chattel paper, Instruments and documents, all tax
refunds and rights to receive tax refunds, bonds, certificates, rights to
payment for the sale, lease or license of equipment and policies of insurance
and insurance proceeds, investment securities, notes and instruments, deposit
accounts book accounts, credits and reserves and all forms of obligations
whatsoever owing, together with all instruments, all documents of title
representing any of the foregoing, and all rights in any merchandise or goods
which any of the same may represent, all files and records with respect to any
collateral or security given by Debtor to Lender, together with all right,
title, security and guaranties with respect to each Receivable, including any
right of stoppage in transit, whether now owned or hereafter created or acquired
by Debtor or in which Debtor now has or hereafter acquires any interest.

            X. "Record" shall mean information that is inscribed on a tangible
medium or which is stored in an electronic or other medium and is retrievable in
perceivable form. If Lender so specifies with respect to a particular type of
Record, that type of Record shall be signed or otherwise authenticated by
Debtor.

            SECURITY INTEREST.

            Y. Security Interest. To secure the prompt payment and performance
of all of the Obligations to Lender, Debtor hereby grants to Lender a first
priority lien and security interest in all of Debtor's right, title and interest
in all Properties and rights in Properties, whether now owned or existing or
hereafter created, acquired or arising and wheresoever located including,
without limitation, the following (collectively, "Collateral"):

All Accounts;

All Chattel Paper;

All Commercial Tort Claims;

All Deposit Accounts;

All Documents;

All Equipment;

All General Intangibles;

All Goods;

All Instruments;

All Inventory;

All Investment Property;

Letter-of-Credit Rights;


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All monies or other Property of any kind, now or at any time or times
    hereafter, in the possession or under the control of Lender or any
    affiliate of Lender or any representative, agent or correspondent of
    Lender;

All accessions to, substitutions for and all replacements, products and cash
    and non-cash proceeds of (a), (b), (c), (d), (e), (f), (g), (h), (i), (j),
    (k), (l) and (m) above, including, without limitation, proceeds of and
    unearned premiums with respect to insurance policies insuring any of the
    Collateral and claims against any Person for loss of, damage to, or
    destruction of any or all of the Collateral; and

All books and records (including, without limitation, customer lists, credit
    files, computer programs, printouts and other computer materials and
    records) of Debtor pertaining to any of (a), (b), (c), (d), (e), (f), (g),
    (h), (i), (j), (k), (l), (m) and (n) above.

            Z. Perfection. Debtor will execute and deliver to Lender such
security agreements, assignments (including, without limitation, assignments of
specific Receivables, Inventory and General Intangibles), and other papers as
Lender may at any time or from time to time reasonably request that are required
to perfect or protect the security interest granted hereby. Debtor shall also
cooperate with Lender in obtaining appropriate waivers or subordinations of
interests from any Person having an interest in any Collateral and Debtor shall
cooperate with Lender in obtaining control of Collateral consisting of Deposit
Accounts, Investment Property, Letter-of-Credit Rights or Electronic Chattel
Paper. In the event that Lender requests, Debtor shall instruct its Account
Debtors to remit payments directly to Lender or to Lender's designee, which may
be a Lockbox. Debtor authorizes Lender to execute alone any financing statements
or other documents or instruments that Lender may require to perfect, protect or
establish any lien or security interest granted to Lender by Debtor and further
authorizes Lender to sign Debtor's name on the same and\or to file or record the
same without Debtor's signature thereon. Debtor will perform any and all steps
that Lender may request to perfect Lender's security interest in Inventory,
including, but without limitation, placing and maintaining signs, appointing
custodians, executing and filing financing or continuation statements in form
and substance satisfactory to Lender, maintaining stock records and transferring
of Inventory to warehouses. If any Inventory is in the possession or control of
any third party other than a purchaser in the ordinary course of business or a
public warehouseman where the warehouse receipt is in the name of or held by the
Debtor, Debtor shall notify such person of Lender's security interest therein
and, instruct such person or persons to hold all such Inventory for the account
and benefit of Lender and subject to Lender's instructions. Debtor will deliver
to Lender warehouse receipts covering any Inventory located in warehouses
showing Lender as the beneficiary thereof and will also deliver to the
warehouseman such agreements relating to the release of warehouse Inventory as
Lender may request. If the Collateral is a motor vehicle required to be titled
under applicable law, Debtor warrants that Lender's security interest will be
recorded on the title certificates covering the Collateral and will deliver such
certificates or other evidence of ownership to Lender as Lender requests. Debtor
hereby appoints Lender as its attorney in fact to execute and deliver notices of
lien, financing statements, assignments, and any other documents, notices, and
agreements necessary for the perfection of Lender's security interests in the
Collateral. Debtor appoints such person or persons as Lender may designate as
Debtor's attorney-in-fact to endorse the name of Debtor on any checks, notes,
drafts or other forms of payment or security that may come into the possession
of Lender or any Affiliate of Lender, to sign Debtor's name on invoices or bills
of lading, drafts against customers, notice of assignment, verifications and
schedules and, generally, to do all things necessary to carry out this
Agreement. Such attorney-in-fact may notify the Post Office authorities to
change the


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address of delivery of mail to an address designated by Lender, and open and
dispose of mail addressed to Debtor. The powers granted herein, being coupled
with an interest, are irrevocable, and Debtor approves and ratifies all acts of
the attorney-in-fact. Neither Lender nor the attorney-in-fact shall be liable
for any act or omission, error in judgment or mistake of law so long as the same
is not willful or grossly negligent. Debtor agrees to pay the costs of the
continuation of Lender's security interests and releases or assignments of
Lender's interests.

            REPRESENTATIONS, WARRANTIES AND COVENANTS. Debtor represents,
      warrants and covenants to Lender, and shall be deemed to continually do
      so, as long as this Agreement shall remain in force, that:

         AA. Inventory.

            Warranties With Respect to Inventory. (i) all representations made
      by Debtor to Lender and all documents and schedules given by Debtor to
      Lender, relating to the description, quantity, quality, condition and
      valuation of Inventory are true and correct, and (ii) Debtor has not
      received any Inventory on consignment or approval unless Debtor has
      notified Lender thereof in a Record, has marked such Inventory on
      consignment or approval or has segregated it from all other Inventory, and
      has appropriately marked its records to reflect that such Inventory is
      held on consignment or approval.

            Lender's Rights in Inventory. Lender's security interests in the
      Inventory shall continue through all steps of manufacture and sale and
      attach without further act to raw materials, work in process, finished
      goods, returned goods, documents of title, warehouse receipts, and to
      proceeds resulting from sale or disposition of Inventory. Until all
      Obligations of Debtor to Lender have been satisfied, Lender's security
      interest in Inventory and in all proceeds thereof shall continue in full
      force and effect. Upon the occurrence of a Default or an Event of Default
      (as defined below), Lender shall have, in its discretion and at any time,
      the right to take physical possession of the Inventory and to maintain it
      on Debtor's premises, in a public warehouse, or at such place as Lender
      may remove the Inventory or any part thereof. If Lender exercises its
      right to take possession of Inventory, Debtor will, upon demand, and at
      Debtor's own cost and expense assemble the Inventory and make it available
      to Lender at a place or places reasonably convenient to Lender.

            Debtor's Obligation with Respect to Inventory. All Inventory is and
      shall be maintained at the locations shown on Schedule 3.1(c) hereof. No
      Inventory shall be removed therefrom, except for the purpose of sale or in
      the ordinary course of Debtor's business, and except for such sales,
      Debtor will not sell, encumber, grant a security interest in, dispose of
      or permit the sale, encumbrance, return or disposal of any Inventory
      without Lender's prior consent contained in an Authenticated Record. If
      sales are made for cash, Debtor shall immediately deliver to Lender the
      identical checks or other forms of payment, which it receives. In the
      event that Inventory is stored with the manufacturer thereof, Debtor shall
      cause such manufacturer to enter into a no offset agreement with Lender
      which agreement is in form and substance satisfactory to Lender. Debtor
      shall provide Lender thirty (30) days prior written notice by means of an
      Authenticated Record of any new location of where Debtor maintains
      Inventory or closes any location where it maintains Inventory. This notice
      shall indicate whether the premises are owned or leased by Debtor or
      whether such premises are the premises of a warehouseman or other third
      party, and if owned by a third party, the name and address of such third
      party. Prior to


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      moving any Inventory to a new location, Debtor shall obtain a landlord's
      waiver in form and content acceptable to Lender in its discretion.

            Further Obligations of Debtor with Respect to Inventory. From time
      to time, and at least once every month in any event, Debtor shall execute
      and deliver to Lender, a confirmatory Record, in form and substance
      satisfactory to Lender, listing Debtor's Inventory, but any failure to
      execute or deliver the same shall not affect or limit Lender's security
      interest in and to the Inventory.

            Maintenance of Inventory Records. Debtor shall maintain full,
      accurate and complete records respecting Inventory, including a perpetual
      inventory, and all other Collateral at all times. Debtor will pay all
      costs to be paid on taxes, assessments, governmental charges or private
      encumbrances levied, assessed, imposed or payable upon or with respect to
      the Inventory, Equipment or other Collateral or any part thereof.

            Inventory Report. A physical verification of all Inventory wherever
      located will be taken by Debtor monthly at the end of each month and as
      often as reasonably required by Lender, and a copy of such physical
      verification shall be submitted to Lender. If Lender so requests, Debtor
      shall also submit to Lender a copy of any physical inventory. Debtor shall
      maintain full, accurate and complete records respecting Inventory,
      including a perpetual inventory, and all other Collateral at all times,
      and shall diligently endeavor to prepare an inventory reporting system
      that converts the perpetual inventory on hand into Inventory that is
      merchantable which Lender, in Lender's sole and absolute discretion, shall
      deem eligible to serve as the Collateral for Advances. Debtor covenants
      and agrees that beginning on that date that Debtor creates said inventory
      report and continuing through the Termination Date, Debtor shall deliver
      to Lender on a bi-monthly basis, said converted inventory report together
      with any additional reports that Lender in its sole discretion deems
      necessary to make an Advance.

          BB. Receivables.

            Warranties With Respect to Receivables. (i) will cover a bona fide
      sale and delivery of merchandise usually dealt in by Debtor in the
      ordinary course of its business or will cover the rendition of services by
      Debtor to customers of a kind ordinarily rendered in the ordinary course
      of Debtor's business, (ii) will be for a liquidated amount from a customer
      competent to contract therefor, (iii) is not subject to renegotiation,
      (iv) is not subject to any prepayment or credit and will not be subject to
      any deduction, offset, counterclaim, lien or other condition, and (v) is
      generally enforceable in accordance with its terms. Debtor further
      represents and warrants that all services to be performed by Debtor in
      connection with each Receivable have been performed.

            Confirmatory Written Assignments. Promptly after the creation of any
      Receivable, if Lender shall so request, Debtor shall execute and deliver
      confirmatory written assignments to Lender of Receivables, but the failure
      to execute or deliver any schedule or assignment shall not affect or limit
      any lien or other right of Lender in and to any Receivable. Debtor shall
      cause all of its invoices to be printed and to bear consecutive numbers,
      and to issue its invoices in such consecutive numerical order. On Lender's
      request therefor, Debtor shall also furnish to Lender copies of invoices
      to customers and shipping and delivery receipts or warehouse receipts
      thereof. Debtor will also furnish Lender with such other documents and
      instruments as Lender may request in connection with any Receivables,
      including detailed monthly agings. Debtor shall deliver to Lender


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      the originals of all letters of credit, notes, and Instruments in its
      favor and such endorsements or assignments as Lender may request.

            Notice of Certain Events. Debtor will notify Lender of all returns
      and recoveries of merchandise and of all claims asserted with respect to
      merchandise which such returns, recoveries or claims exceed $2,500.00 per
      occurrence. Debtor shall promptly report each such return, repossession or
      recovery of merchandise to Lender, advising it of the location thereof and
      providing it with a description of such goods and its location. Debtor
      shall not settle or adjust any dispute or claim, or grant any discount
      (except ordinary trade discounts), credit or allowance or accept any
      return of merchandise (except in the ordinary course of Debtor's business,
      provided that, such credit, allowance or return does not exceed
      $2,500.00), without Lender's consent. Upon the occurrence of a Default or
      an Event of Default, Lender may settle or adjust disputes or claims
      directly with customers or Account Debtors of Debtor for amounts and upon
      terms which it considers advisable. Where a Debtor receives Collateral of
      any kind or nature by reason of transactions between itself and its
      customers or Account Debtors, it will hold the same on Lender's behalf,
      subject to Lender's instructions, and as property forming part of the
      Receivables.

            Communication with Account Debtors. Debtor authorizes Lender, before
      or after the occurrence of an Event of Default, without notice to or the
      consent of Debtor, to communicate directly with customers or Account
      Debtors by whatever means Lender shall elect for the purpose of verifying
      the information supplied by Debtor to Lender with respect to Receivables.
      Upon Lender's request, before or after the occurrence of an Event of
      Default, Debtor shall provide Lender with a list of the addresses of its
      Account Debtors.

          CC. Equipment.

            Warranties With Respect to Equipment. Annexed hereto as Schedule
      3.3(a) is a list showing all of Debtor's Equipment and describing the
      location where the same is kept. All Equipment, now owned or hereafter
      acquired, will be kept at the location or locations shown on the Schedule
      unless Debtor shall provide Lender thirty (30) days prior written notice
      by means of an Authenticated Record of any new location of where Debtor
      maintains Equipment or closes any location where it maintains Equipment.
      This notice shall indicate whether the premises are owned or leased by
      Debtor or whether such premises are the premises of a warehouseman or
      other third party, and if owned by a third party, the name and address of
      such third party. Prior to moving any Equipment to a new location, Debtor
      shall obtain a landlord's waiver in form and content acceptable to Lender
      in its discretion.

            Debtor's Obligations With Respect to Equipment. Debtor shall keep
      all of its Equipment in a good state of repair, and will make all repairs
      and replacements when and where necessary, will not waste or destroy
      Equipment or any part thereof, and will not be negligent in the care, or
      use, thereof. Debtor shall keep accurate lists and records reflecting its
      Equipment and shall retain copies of all warranties, manuals and
      manufacturers or vendors' requirements with respect thereto. All Equipment
      shall be used in accordance with law and prudent business practice and the
      manufacturer's instructions and shall be kept separate from and shall not
      be annexed or affixed to or become part of the realty except where Lender
      first consents in an Authenticated Record.

          DD. Ownership and Maintenance of Collateral. Debtor is the owner of
the Collateral with good, marketable and indefeasible title thereto, free
and clear of all liabilities,


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mortgages, security interests, leases, liens, pledges, encumbrances,
restrictions, charges, claims or imperfections of title whatsoever, except for
the lien granted to the Lender pursuant to this Agreement and the other liens
permitted to exist on the Collateral pursuant to the Loan Agreement.

          EE. Maintenance of Collateral. Debtor shall continually take such
steps as are necessary and prudent to protect the interest of Lender in the
Collateral including, but not limited to, the following:

            Maintain books and records relating to the Collateral satisfactory
      to Lender and shall allow Lender or its representatives access to such
      records and the Collateral at all reasonable times for the purpose of
      examination, inspection, verification, copying, extracting and other
      reasonable purposes as Lender may require;

            Maintain the Collateral and the books and records relating to the
      Collateral at Debtor's address indicated above, at any address listed on
      Schedule A or at such other address as Lender shall permit, in its sole
      discretion, upon the request to Lender contained in an Authenticated
      Record from Debtor;

            Execute and deliver to Lender such other and further documentation
      necessary to evidence, effectuate or perfect its security interest in the
      Collateral including, without limitation, any documentation to give Lender
      control of all Deposit Accounts, Investment Properties, Letter of Credit
      Rights, and Electronic Chattel Paper;

            Defend the Collateral against all claims and demands of third
      parties at any time claiming the same or any interest therein, except
      buyers of Inventory in the ordinary course of Debtor's business;

            Except for the security interest of Lender, and except as permitted
      pursuant to the Loan Agreement, Debtor will not, without prior consent of
      Lender contained in an Authenticated Record, sell, transfer or otherwise
      dispose of the Collateral or any interest therein, in bulk or otherwise,
      except for the sale of Inventory in the ordinary course of business;

            Notify Lender in the event of material loss or damage to the
      Collateral or of any material adverse change in Debtor's business,
      financial condition or the Collateral, or of any other occurrences which
      could materially and adversely affect the security of Lender;

            Pay all expenses incurred in the manufacture, delivery, storage or
      other handling of the Collateral and all taxes which are or may become a
      lien on the Collateral, promptly when due, and in any event reimburse
      Lender, on demand, for any expenses which Lender might incur following the
      occurrence of a Default or an Event of Default, in satisfying such
      expenses or taxes, which Lender, in its sole discretion, deems necessary
      in order to protect the Collateral;

            Maintain insurance on the Collateral from carriers acceptable to
      Lender of such types, coverage, form and amount as is usually carried on
      similar goods by similar enterprises. In the event Debtor fails to
      maintain such insurance, the same may be maintained by Lender, at its
      option, and Debtor shall reimburse Lender for the cost thereof, on demand;
      and


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            If requested by Lender: (i) mark its records evidencing the
      Collateral in a manner satisfactory to Lender so as to indicate the
      security interest of Lender hereunder; (ii) furnish to Lender any chattel
      paper, invoices, documents, schedules, purchase orders, delivery receipts,
      contracts or other documents representing or relating to any of the
      Collateral; (iii) promptly reflect in its books, records, and reports to
      Lender the rejection of goods, delay in delivery or performance, or claims
      made, in regard to any Collateral and after a Default or an Event of
      Default inform Lender immediately of any of the same; (iv) prior to a
      Default or an Event of Default, with respect to material debtors and
      obligors, and thereafter with respect to all debtors and obligors, furnish
      to Lender all information received by Debtor indicating a material adverse
      change in the financial standing of any Account Debtor, debtor under any
      General Intangible, or obligor under any Receivables; (v) immediately
      notify Lender if any of the Collateral arises out of contracts for the
      improvement of real property, deals with a public improvement or is with
      the United States, any state, or any department, agency or instrumentality
      thereof, and execute any instruments and take any steps required by Lender
      in order that all moneys due or to become due under any such contract
      shall be assigned to Lender and notice thereof be given as required by
      law; (vi) furnish to Lender such financial statements, reports,
      certificates, lists of Account Debtors (showing names, addresses,
      telephone and facsimile numbers, and amounts owing) and other data
      concerning the Collateral and other matters as Lender may, from time to
      time, request; and (vii) fully cooperate with Lender in the exercising of
      its rights and methods for verification of the Collateral.

          FF. Authority. Debtor is authorized to enter into and implement this
Agreement and has taken all necessary actions, corporate or otherwise, in
relation to such authorization.

          GG. Fixtures/Landlords. The Collateral will remain personalty and
will not be permanently affixed to real estate without the prior consent of
Lender contained in an Authenticated Record. If any of the Collateral is or will
be a fixture, Debtor will provide legal descriptions and the names of record
owners of the premises to which the Collateral will be affixed sufficient for
perfection of the security interests of Lender. Debtor will provide disclaimers
of interest and removal agreements, in form satisfactory to Lender.

          HH. Commercial Tort Claims. If Debtor at any time holds or acquires
a Commercial Tort Claim (as such term is defined in the New York Uniform
Commercial Code), it shall promptly notify Lender in a writing signed by it of
the particulars thereof and grant to Lender in such writing a security interest
in such Commercial Tort Claim and in the proceeds thereof, all upon the terms of
this Guaranty, with that writing to be in form and substance approved by Lender.

          EVENTS OF DEFAULT. Any of the following events or occurrences shall
constitute an "Event of Default" under this Agreement:

            the occurrence of any Event of Default under any of the Loan
      Documents;

            the failure of Debtor to perform or comply with any provision of
      this Agreement and the continuance of such failure beyond any applicable
      grace and/or notice period; or


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            the occurrence of a material adverse change in the condition,
      marketability or value of the Collateral, unless such change is caused by
      an event for which insurance coverage is in effect and the proceeds of
      such insurance are paid to Lender.

          RIGHTS OF LENDER.

          II. General Rights. The rights of Lender shall at all times be those
of a secured party under the UCC. Without limiting the generality of the
foregoing, Lender shall have the additional rights set forth in this Agreement.

          JJ. Lender's Right to Perform Debtor's Obligations. In the event
that Debtor shall fail to purchase or maintain insurance, or to pay any tax,
assessment, government charge or levy, except as the same may be otherwise
permitted hereunder, or under the other Loan Documents, or in the event that any
lien, encumbrance or security interest prohibited hereby shall not be paid in
full or discharged, or in the event that Debtor shall fail to perform or comply
with any other covenant, promise or Obligation to Lender hereunder or under any
other Loan Document, Lender may, but shall not be required to, perform, pay,
satisfy, discharge or bond the same for the account of Debtor, and all monies so
paid by Lender, including actual attorneys' fees and expenses, shall be treated
as part of the Obligations.

          KK. Collections; Modifications of Terms. Without limiting any rights
Lender may have pursuant to this Agreement or otherwise, upon the occurrence and
during the continuance of a Default or an Event of Default, Lender may demand,
sue for, collect and give receipts for any money, Instruments or property
payable or receivable on account of or in exchange for any of the Collateral, or
make any compromises it deems necessary or proper, including without limitation,
extending the time of payment, permitting payment in installments, or otherwise
modifying the terms or rights relating to any of the Collateral, all of which
may be effected without notice to or consent by Debtor and without otherwise
discharging or affecting the Obligations, the Collateral or the security
interest granted under this Agreement or any of the Loan Documents.

          LL. Notification of Account Debtors. Without limiting any rights of
Secured Party pursuant to this Agreement or under applicable law, after a
Default or an Event of Default has occurred, (i) Debtor, at the request of
Lender, shall notify the Account Debtors of Lender's security interest in
Debtor's Receivables; and (ii) Lender may notify the Account Debtors of Lender's
security interest in the Receivables and to make payment directly to Lender, and
Lender may endorse all items of payment received by it that are payable to
Debtor. Debtor authorizes such parties to make such payments directly to Lender
and to rely on notice from Lender without further inquiry. Lender may demand and
take all necessary or desirable steps to collect such Collateral in either its
or Debtor's, name, with the right to enforce, compromise, settle, or discharge
any of the foregoing.

          MM. Insurance. Without limiting any rights of Lender pursuant to
this Agreement or under applicable law, after a Default or Event of Default has
occurred, Lender may file proofs of loss and claim with respect to any of the
Collateral with the appropriate insurer, and may endorse in its own and Debtor's
name any checks or drafts constituting insurance proceeds. Any insurance
proceeds received by Lender may be applied by it against Debtor's Obligations
under the Loan Documents.

          NN. Waiver of Rights by Debtor. Except as may be otherwise
specifically provided herein, Debtor waives, to the extent permitted by law, any
bonds, security or sureties


                                       75
<PAGE>

required by any statute, rule or otherwise by law as an incident to any taking
of possession by Lender of any Collateral. Debtor authorizes Lender, upon the
occurrence of an a Default or Event of Default, to enter upon any premises owned
by or leased to Debtor where the Collateral is kept, without obligation to pay
rent or for use and occupancy, through self help, without judicial process and
without having first given notice to Debtor or obtained an order of any court,
and peacefully retake possession thereof by securing at or removing same from
such premises.

          OO. Lender's Rights. Debtor agrees that Lender shall not have any
obligation to preserve rights to any Collateral against prior parties or to
marshall any Collateral of any kind for the benefit of any other creditor of
Debtor or any other Person. After the occurrence of a Default or an Event of
Default, Lender is hereby granted a license or other right to use, without
charge, Debtor's labels, patents, copyrights, rights of use of any name, trade
secrets, trade names, trademarks and advertising matter, or any property of a
similar nature, as it pertains to the Collateral, in completing production of,
advertising for sale, and selling any Collateral and Debtor's rights under all
licenses and any franchise, sales or distribution agreements shall inure to
Lender's benefit for such purpose.

          PP. Rights on Default.

            Upon the occurrence of any Default or an Event of Default, and after
      giving effect to any applicable grace period, in addition to and without
      limiting any rights Lender may have under any agreement, document or
      instrument evidencing or representing any obligation of Debtor to Lender
      or executed in connection with any such obligation, Lender is hereby
      authorized to declare any or all of the Obligations to be immediately due
      and payable, and the rights and remedies of Lender with respect to the
      Collateral shall be as set forth herein, in the UCC and as otherwise
      available under applicable law.

            Lender may, without demand, advertising or notice, all of which
      Debtor hereby waives (except as the same may be required by law), sell,
      lease, license, dispose of, deliver and grant options to a third party to
      purchase, lease or otherwise dispose of any and all Collateral held by it
      or for its account at any time or times in one or more public or private
      sales or other dispositions, for cash, on credit or otherwise, as such
      prices and upon such terms as Lender, in its sole discretion, deems
      advisable. Lender, in its sole discretion, is authorized to disclaim any
      and all warranties under ss.9-610(d) of the UCC. Without requiring notice
      to Debtor, all requirements of reasonable notice under this section shall
      be met if such notice is mailed, postage prepaid, to Debtor at its address
      set forth herein or such other address as Debtor may have provided to
      Lender, in a Record, at least ten (10) days before the time of such sale
      or disposition. Lender may, if it deems it reasonable, postpone or adjourn
      any sale of any Collateral from time to time by an announcement at the
      time and place of the sale to be so postponed or adjourned without being
      required to give a new notice of sale, provided, however, that Lender
      shall provide Debtor with written notice of the time and place of such
      postponed or adjourned sale. Lender may be the purchaser at any such sale,
      and payment may be made, in whole or in part, in respect of such purchase
      price by the application of Obligations due from Debtor to Lender. Debtor
      shall be obligated for, and the proceeds of sale shall be applied first
      to, the costs of retaking, refurbishing, storing, guarding, insuring,
      preparing for sale, and selling the Collateral, including the fees and
      disbursements of attorneys, auctioneers, appraisers, consultants and
      accountants employed by Lender. Proceeds from the Sale or other
      disposition or Collateral shall be applied to the payment, in whatever
      order Lender may elect, of all Obligations of Debtor. Lender shall return
      any excess to Debtor and


                                       76
<PAGE>

      Debtor shall remain liable for any deficiency. Collateral securing
      purchase money security interests also secures non-purchase money security
      interests. To the extent Debtor uses an advance under the Loan Documents
      to purchase Collateral, Debtor's repayment of such advance shall apply on
      a "first-in-first-out" basis so that the portion of the advance used to
      purchase a particular item of Collateral shall be paid in the
      chronological order the Debtor purchased the Collateral. Upon request of
      Lender, Debtor will assemble and make the Collateral available to Lender,
      at a reasonable place and time designated by Lender. Debtor's failure to
      take possession of any Collateral at any time and place reasonably
      specified by Lender in a Record to the Debtor shall constitute an
      abandonment of such Property.

            Lender shall not be responsible to Debtor for loss or damage
      resulting from Lender's failure to enforce or collect any Collateral or
      any monies due or to become due under any liability of Debtor to Lender.

            After a Default or an Event of Default, Debtor (i) will make no
      change in any Receivable or General Intangible, and (ii) shall receive as
      the sole property of Lender and hold in trust for Lender all monies,
      checks, notes, drafts, and other property (collectively called "Items of
      Payment") representing the proceeds of any Collateral.

            After a Default or an Event of Default, Lender may but shall be
      under no obligation to: (i) notify all appropriate parties that the
      Collateral, or any part thereof, has been assigned to Lender; (ii) collect
      any Receivables or General Intangibles in its or Debtor's name, and apply
      any such collections against such obligations of Debtor to Lender as
      Lender may select; (iii) take control of any cash or non?cash proceeds of
      any item of the Collateral; (iv) compromise, extend or renew any
      Receivables, General Intangible, or document, or deal with the same as it
      may deem advisable; and (v) make exchanges, substitutions or surrender of
      items comprising the Collateral.

          QQ. Lender's Right of Set-Off. Lender may, at any time upon the
occurrence of a Default or an Event of Default hereunder and without any further
notice to Debtor (such notice being expressly waived), set-off or apply any and
all deposits (general or special, time or demand, provisional or final) at any
time held by, or any other Indebtedness at any time owing by Lender or any
affiliate of Lender or any participant in Lender's loans, to Debtor to or for
the credit or the account of Debtor against any Obligation irrespective of
whether any demand has been made hereunder or whether such Obligation is mature.

          RR. Expense of Collection and Sale. Debtor agrees to pay all costs
and expenses incurred by Lender in connection with the negotiation and
preparation of this Agreement or any other document, or any other Loan Documents
executed in connection herewith, in determining Lender's rights under, and in
enforcing and collecting the indebtedness represented by the guaranty and in
determining its rights under and enforcing the security interests created by
this Agreement, including, without limitation, costs and expenses relating to
taking, holding, insuring, preparing for sale, appraising, selling or otherwise
realizing on the Collateral, and reasonable attorneys' fees and expenses in
connection with any of the foregoing. All such reasonable costs and expenses
shall be payable on demand, and shall bear interest at the highest rate charged
on any Obligation, payable on demand, from the date of Lender's payment of such
costs and expenses until payment in full is made by Debtor, at the highest rate
of interest permitted by law.


                                       77
<PAGE>

          SS. Compliance with Other Laws. Lender may comply with any
applicable law requirements in connection with a disposition of the Collateral,
and compliance will not be considered adversely to effect the commercial
reasonableness of any sale of the Collateral.

          TT. Warranties. Lender may sell the Collateral without giving any
warranties. Lender may specifically disclaim any warranties of title or the
like. This procedure will not be considered adversely to affect the commercial
reasonableness of any sale of the Collateral.

          UU. Sales on Credit. If Lender sells any of the Collateral on
credit, Debtor will be credited only with payments actually made by the
purchaser, received by Lender and applied to the Indebtedness. If the purchaser
fails to pay for the Collateral, Lender may resell the Collateral, and Debtor
shall be credited with the proceeds of the sale.

          GENERAL PROVISIONS.

          VV. Waivers. Debtor expressly waives notice of nonpayment, demand,
presentment, protest or notice of protest in relation to the Loan Documents or
the Collateral. No delay or omission of Lender in exercising or enforcing any of
its rights, powers, privileges, options or remedies under this Agreement shall
constitute a waiver thereof, and no waiver by Lender of any default by Debtor
shall operate as a waiver of any other default.

          WW. Remedies Not Exclusive. All rights and remedies of Lender under
this Agreement shall be cumulative and not alternative or exclusive,
irrespective of any other collateral guaranty, right or remedy and may be
exercised by Lender at such time or times and in such order as Lender, in its
sole discretion, may determine, and are for the sole benefit of Lender. The
exercise or failure to exercise such rights and remedies shall not result in
liability to Debtor or others except in the event of willful misconduct or bad
faith by Lender, and in no event shall Lender be liable for more than it
actually receives as a result of the exercise or failure to exercise such rights
and remedies.

          XX. Successors and Assigns. This Agreement is entered into for the
benefit of the parties hereto and their successors and assigns. It shall be
binding upon and shall inure to the benefit of such parties, their successors
and assigns. Lender shall have the right, without the necessity of any further
consent or authorization by the Debtor, to sell, assign, securitize or grant
participation in all, or a portion of, Lender's interest in the Collateral, to
other financial institutions of the Lender's choice and on such terms as are
acceptable to Lender in its sole discretion.

          YY. Notices. Wherever this Agreement provides for notice to any
party (except as expressly provided to the contrary), it shall be given by
messenger, facsimile, certified U.S. mail with return receipt requested, or
nationally recognized overnight courier with receipt requested, effective when
received by the party to whom addressed, and shall be addressed as follows, or
to such other address as the party affected may hereafter designate:

<TABLE>
<S>                        <C>                              <C>
          If to Lender:    Keltic Financial Partners, LP    Attn: John P. Reilly, Managing Partner
                                                            555 Theodore Fremd Avenue, Suite C-207
                                                            Rye, New York 10580
                                                            Tel: (914) 921-3555
                                                            Fax: (914) 921-1154
</TABLE>


                                       78
<PAGE>

                With a copy to:     Clinton A. Poff, Esq.
                                    Poff & Bowman LLC
                                    1600 Route 208 North
                                    PO Box 24
                                    Hawthorne, New Jersey 07507
                                    Tel:  (973) 636-9770
                                    Fax: (973) 636-9777


                                       79
<PAGE>

                If to Debtor:       Hudson Technologies Company
                                    Attn:  Brian F. Coleman, President and
                                             Chief Operating Officer
                                    275 North Middletown Road
                                    Pearl River, New York 10965
                                    Tel:  (845) 735-6000
                                    Fax: (845) 512-6070

                With a copy to:     Stephen P. Mandracchia, Esq.
                                    Hudson Technologies Company
                                    275 North Middletown Road
                                    Pearl River, New York 10965
                                    Tel:  (845) 735-6000
                                    Fax: (845) 512-6070

          ZZ. Strict Performance. The failure, at any time or times hereafter,
to require strict performance by the Debtor of any provision of this Agreement
shall not waive, affect or diminish any right of Lender thereafter to demand
strict compliance and performance therewith. Any suspension or waiver by Lender
of any Default or Event of Default by the Debtor under this Agreement or any
other Loan Document shall not suspend, waive or affect any other Default or
Event of Default by the Debtor under this Agreement or any other Loan Document,
whether the same is prior or subsequent thereto and whether of the same or a
different type.

          AAA. Construction of Agreement. The parties hereto agree that the
terms and language of this Agreement were the result of negotiations between the
parties, and, as a result, there shall be no prescription that any ambiguities
in this Agreement shall be resolved against either party. Any controversy over
the construction of this Agreement shall be decided mutually without regard to
events of authorship or negotiation.

          BBB. WAIVER OF RIGHT TO JURY TRIAL.

            Debtor and Lender recognize that in matters related to this
      Agreement, and as it may be subsequently modified and/or amended, any such
      party may be entitled to a trial in which matters of fact are determined
      by a jury (as opposed to a trial in which such matters are determined by a
      federal or state judge). By execution of this Agreement, Debtor and Lender
      will give up their respective right to a trial by jury. Debtor and Lender
      each hereby expressly acknowledged that this waiver is entered into to
      avoid delays, minimize trial expenses, and streamline the legal
      proceedings in order to accomplish a quick resolution of claims arising
      under or in connection with this Agreement.

            WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW,
      DEBTOR AND LENDER EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
      WAIVES ANY RIGHT THAT DEBTOR OR LENDER MAY HAVE TO A TRIAL BY JURY IN
      RESPECT TO ANY LITIGATION, DIRECTLY OR INDIRECTLY, AT ANY TIME ARISING OUT
      OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT, OR ANY TRANSACTION
      CONTEMPLATED THEREBY OR HEREBY, BEFORE OR AFTER MATURITY.

            CERTIFICATIONS. DEBTOR HEREBY CERTIFIES THAT NEITHER ANY
      REPRESENTATIVE NOR AGENT OF LENDER NOR LENDER'S COUNSEL HAS REPRESENTED,
      EXPRESSLY OR OTHERWISE, OR IMPLIED THAT LENDER WOULD NOT, IN THE EVENT OF
      LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. DEBTOR ACKNOWLEDGES THAT
      LENDER HAS BEEN


                                       80
<PAGE>

      INDUCED TO ENTER INTO THE TRANSACTION BY, AMONG OTHER THINGS, THE MUTUAL
      WAIVERS AND CERTIFICATION HEREIN.

          CCC. Entire Agreement; Amendments; Lender's Consent. This Agreement
(including the Exhibits and Schedules thereto) and the other Loan Documents
supersede, with respect to their subject matter, all prior and contemporaneous
agreements, understandings, inducements or conditions between the respective
parties, whether express or implied, oral or written. No amendment or waiver of
any provision of this Agreement or any of the Loan Documents, nor consent to any
departure by Debtor therefrom, shall in any event be effective unless the same
shall be in a Record Authenticated by Lender, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given.

          DDD. Cross Default; Cross Collateral. Debtor hereby agrees that (a)
all other agreements between Debtor and Lender are hereby amended so that a
Default or an Event of Default under this Agreement is a default under all such
other agreements and a default under any of such other agreements is a Default
or an Event of Default under this Agreement, and (b) the Collateral under this
Agreement secures the Obligations now or hereafter outstanding under all other
agreements between Debtor and Lender and the Collateral pledged under any other
agreement with Lender secures the Obligations under this Agreement.

          EEE. Execution in Counterparts. This Agreement may be executed in
any number of counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute but one and the
same agreement.

          FFF. Severability of Provisions. Any provision of this Agreement or
any of the other Loan Documents that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions of this Agreement or the other Loan Documents or affecting the
validity or enforceability of such provision in any other jurisdiction.

          GGG. Table of Contents; Headings. The table of contents and headings
preceding the text of this Agreement are inserted solely for convenience of
reference and shall not constitute a part of this Agreement or affect its
meaning, construction or effect.

          HHH. Exhibits and Schedules. All of the Exhibits and Schedules to
this Agreement are hereby incorporated by reference herein and made a part
hereof.

          III. Governing Law; Consent To Jurisdiction.

            THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, AND MADE BY
      LENDER AND ACCEPTED BY DEBTOR IN THE STATE OF NEW YORK, AND THE PROCEEDS
      OF OBLIGATIONS DELIVERED PURSUANT THERETO WERE DISBURSED FROM THE STATE OF
      NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO
      THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREIN, AND IN ALL
      RESPECTS, INCLUDING MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE,
      THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY,
      AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
      APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE AND ANY
      APPLICABLE LAW OF THE


                                       81
<PAGE>

      UNITED STATES OF AMERICA EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR THE
      CREATION, PERFECTION, AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS
      CREATED PURSUANT HERETO AND PURSUANT TO THE OTHER LOAN DOCUMENTS SHALL BE
      GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE IN WHICH THE
      APPLICABLE INDIVIDUAL PROPERTY IS LOCATED, IT BEING UNDERSTOOD THAT, TO
      THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE, THE LAW OF THE
      STATE OF NEW YORK SHALL GOVERN THE VALIDITY AND THE ENFORCEABILITY OF ALL
      LOAN DOCUMENTS AND ALL OF THE INDEBTEDNESS OR OBLIGATIONS ARISING
      HEREUNDER OR THEREUNDER. TO THE FULLEST EXTENT PERMITTED BY LAW, LENDER
      AND DEBTOR HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY CLAIM TO
      ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT AND
      THE OBLIGATIONS, AND THIS AGREEMENT AND THE OBLIGATIONS SHALL BE GOVERNED
      BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

            ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR DEBTOR, ANY
      GUARANTOR OR OTHER PARTY TO THIS TRANSACTION ARISING OUT OF OR RELATING TO
      THIS AGREEMENT SHALL BE INSTITUTED IN THE SOLE OPTION OF LENDER IN ANY
      FEDERAL OR STATE COURT LOCATED IN WESTCHESTER COUNTY, NEW YORK, PURSUANT
      TO ss. 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND LENDER AND
      DEBTOR WAIVE ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
      LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND LENDER AND
      DEBTOR HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY SUCH COURT IN
      ANY SUIT, ACTION OR PROCEEDING. DEBTOR SHALL DESIGNATE FROM TIME TO TIME
      AN AUTHORIZED AGENT HAVING AN OFFICE IN THE STATE OF NEW YORK TO ACCEPT
      AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE
      SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING, AND AGREES THAT SERVICE OF
      PROCESS UPON SUCH AGENT AT SUCH ADDRESS AND WRITTEN NOTICE OF SUCH SERVICE
      ON DEBTOR MAILED OR DELIVERED TO DEBTOR IN THE MANNER PROVIDED HEREIN
      SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH
      DEBTOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK.
      DEBTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGE OF ADDRESS OF
      ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME
      DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW
      YORK (WHICH OFFICE SHALL BE DESIGNATED AS THE ADDRESS FOR SERVICE OF
      PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS
      AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS
      DISSOLVED WITHOUT LEAVING A SUCCESSOR. DEBTOR REPRESENTS AND WARRANTS THAT
      IT HAS REVIEWED THIS CONSENT TO JURISDICTION PROVISION WITH ITS LEGAL
      COUNSEL, AND HAS MADE THIS WAIVER KNOWINGLY AND VOLUNTARILY.

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers thereunto duly authorized on the day and year
first above written.


                                       82
<PAGE>

                                            KELTIC FINANCIAL PARTNERS, LP

                                            By:   KELTIC FINANCIAL SERVICES LLC,
                                                     its general partner


                                            By: /s/ John P. Reilly
                                               ---------------------------------
                                               John P. Reilly, Managing
                                               Partner


                                            HUDSON TECHNOLOGIES COMPANY


                                            By: /s/ Brian F. Coleman
                                               ---------------------------------
                                               Brian F. Coleman
                                               President and Chief Operating
                                               Officer


                                       83
<PAGE>

                                   Schedule A
                              Collateral Locations

<TABLE>
<CAPTION>
Facility          Address                            Landlord                           Term
--------          -------                            --------                           ----
<S>               <C>                                <C>                                <C>
Champaign, Il     3402 North Mattis Avenue           Busey Bank                         12/1/02 - 11/30/04
                  Champaign, Illinois                201 West Main Street
                                                     Urbana, Illinois 61803-7430

Houston, Tx.      12820 Hempstead Hwy., Suite D      Two Ninety, Ltd.                   7/15/00-6/30/03
                  Houston, Texas                     1527 West Alabama
                                                     Houston, Texas 77006

Seattle, Wa.      1320 26th St. NW, Ste 11           Park 26, LLC                       4/1/02 -3/31/04
                  Auburn, Washington                 c/o The Andover Company, Inc.
                                                     415 Baker Boulevard, Suite 200
                                                     Tukwila, WA  98188

Charlotte, NC     2720 Westport Road                 Thomas & Nancy Cox                 4/24/98 -4/23/00
                  Charlotte, North Carolina          c/o Colliers Pinkard               now month to month
                                                     330 S. Tryon Street, Suite 301
                                                     Charlotte, NC 28202-1916

Punta Gorda, Fl.  5474 Williamsburg Drive            Rick Treworgy                      12/15/01 - 12/14/03
                  Punta Gorda, Florida               5445 Williamsburg Drive
                                                     Punta Gorda, Florida 33982

Pearl River, NY   275 N. Middletown Road             275 N. Middletown Road, LLC        1/1/03 - 12/31/06
                  Pearl River, New York              275 North Middletown Road
                                                     Pearl River, New York 10965

Baton Rouge, La.  11245 Airline Highway              Reulet Family Holdings, LLC        8/1/02 - 7/31/05
                  Baton Rouge, Louisiana             c/o John A. Reulet, Sr., President
                                                     3037 Jones Creek Road
                                                     Baton Rouge, Louisiana 70817

Villa Park, Il.   739 North Harvard Ave.             HVP Partners                       6/1/99 - 8/31/05
                  Villa Park, Illinois               17 W 335 Belmont
                                                     Bensenville, Illinois 60106

Baltimore, Md.    2605 Lord Baltimore Dr.            MIE Properties, Inc.               9/1/01 - 8/31/05
                  Baltimore, Maryland                5720 Executive Drive
                                                     Baltimore, Maryland 21288-1757

Rantoul, IL       896 West Champaign St.             Roeco Enterprises, Inc.            10/1/97 - 9/30/02
                  Rantoul, Illinois                  PO Box 583                         now month to month
                                                     Rantoul, Illinois 61866
</TABLE>

                                Schedule 3.1 (c)
                               Inventory Locations

<TABLE>
<CAPTION>
Facility          Address                            Landlord                           Term
--------          -------                            --------                           ----
<S>               <C>                                <C>                                <C>
Champaign, Il     3402 North Mattis Avenue           Busey Bank                         12/1/02 - 11/30/04
                  Champaign, Illinois                201 West Main Street
                                                     Urbana, Illinois 61803-7430

Houston, Tx.      12820 Hempstead Hwy., Suite D      Two Ninety, Ltd.                   7/15/00-6/30/03
                  Houston, Texas                     1527 West Alabama
                                                     Houston, Texas 77006

Seattle, Wa.      1320 26th St. NW, Ste 11           Park 26, LLC                       4/1/02 -3/31/04
</TABLE>


                                       84
<PAGE>

<TABLE>
<S>               <C>                                <C>                                   <C>
                  Auburn, Washington                 c/o The Andover Company, Inc.
                                                     415 Baker Boulevard, Suite 200
                                                     Tukwila, WA  98188

Charlotte, NC     2720 Westport Road                 Thomas & Nancy Cox                    4/24/98 -4/23/00
                  Charlotte, North Carolina          c/o Colliers Pinkard                  now month to month
                                                     330 S. Tryon Street, Suite 301
                                                     Charlotte, NC 28202-1916

Punta Gorda, Fl.  5474 Williamsburg Drive            Rick Treworgy                         12/15/01 - 12/14/03
                  Punta Gorda, Florida               5445 Williamsburg Drive
                                                     Punta Gorda, Florida 33982

Baton Rouge, La.  11245 Airline Highway              Reulet Family Holdings, LLC           8/1/02 - 7/31/05
                  Baton Rouge, Louisiana             c/o John A. Reulet, Sr., President
                                                     3037 Jones Creek Road
                                                     Baton Rouge, Louisiana 70817

Villa Park, Il.   739 North Harvard Ave.             HVP Partners                          6/1/99 - 8/31/05
                  Villa Park, Illinois               17 W 335 Belmont
                                                     Bensenville, Illinois 60106

Baltimore, Md.    2605 Lord Baltimore Dr.            MIE Properties, Inc.                  9/1/01 - 8/31/05
                  Baltimore, Maryland                5720 Executive Drive
                                                     Baltimore, Maryland 21288-1757

Rantoul, IL       896 West Champaign St.             Roeco Enterprises, Inc.               10/1/97 - 9/30/02
                  Rantoul, Illinois                  PO Box 583                            now month to month
                                                     Rantoul, Illinois 61866
</TABLE>


                                       85
<PAGE>

                                 Schedule 3.3(a)
                        Equipment and Equipment Location

<TABLE>
<CAPTION>
Facility          Address                            Landlord                           Term
--------          -------                            --------                           ----
<S>               <C>                                <C>                                <C>
Champaign, Il     3402 North Mattis Avenue           Busey Bank                         12/1/02 - 11/30/04
                  Champaign, Illinois                201 West Main Street
                                                     Urbana, Illinois 61803-7430

Houston, Tx.      12820 Hempstead Hwy., Suite D      Two Ninety, Ltd.                   7/15/00-6/30/03
                  Houston, Texas                     1527 West Alabama
                                                     Houston, Texas 77006

Seattle, Wa.      1320 26th St. NW, Ste 11           Park 26, LLC                       4/1/02 -3/31/04
                  Auburn, Washington                 c/o The Andover Company, Inc.
                                                     415 Baker Boulevard, Suite 200
                                                     Tukwila, WA  98188

Charlotte, NC     2720 Westport Road                 Thomas & Nancy Cox                 4/24/98 -4/23/00
                  Charlotte, North Carolina          c/o Colliers Pinkard               now month to month
                                                     330 S. Tryon Street, Suite 301
                                                     Charlotte, NC 28202-1916

Punta Gorda, Fl.  5474 Williamsburg Drive            Rick Treworgy                      12/15/01 - 12/14/03
                  Punta Gorda, Florida               5445 Williamsburg Drive
                                                     Punta Gorda, Florida 33982

Pearl River, NY   275 N. Middletown Road             275 N. Middletown Road, LLC        1/1/03 - 12/31/06
                  Pearl River, New York              275 North Middletown Road
                                                     Pearl River, New York 10965

Baton Rouge, La.  11245 Airline Highway              Reulet Family Holdings, LLC        8/1/02 - 7/31/05
                  Baton Rouge, Louisiana             c/o John A. Reulet, Sr., President
                                                     3037 Jones Creek Road
                                                     Baton Rouge, Louisiana 70817

Villa Park, Il.   739 North Harvard Ave.             HVP Partners                       6/1/99 - 8/31/05
                  Villa Park, Illinois               17 W 335 Belmont
                                                     Bensenville, Illinois 60106

Baltimore, Md.    2605 Lord Baltimore Dr.            MIE Properties, Inc.               9/1/01 - 8/31/05
                  Baltimore, Maryland                5720 Executive Drive
                                                     Baltimore, Maryland 21288-1757

Rantoul, IL       896 West Champaign St.             Roeco Enterprises, Inc.            10/1/97 - 9/30/02
                  Rantoul, Illinois                  PO Box 583                         now month to month
                                                     Rantoul, Illinois 61866
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