PROMISSORY NOTE

March 15, 1999                                                       $195,106.04

      FOR VALUE RECEIVED, the undersigned (the "Obligor"), promises to pay to
the order of Technology Flavors & Fragrances, Inc., a Delaware corporation, at
10 Edison Street East, Amityville, New York 11701 (the "Payee"), or at such
other place as the Payee may designate in writing, the principal sum of One
Hundred Ninety-Five Thousand One Hundred Six and 04/100 Dollars ($195,106.04),
and all accrued and unpaid interest thereon, in accordance with the terms and
provisions of this Promissory Note (the "Note"). The Obligor shall pay interest
on the unpaid principal amount hereof outstanding from time to time outstanding
at a rate per annum equal to the prime rate reported from time to time by
Citibank, N.A.

      Payments of principal and accrued interest on this Note shall be made in
three (3) equal installments on each of March 15, 2000, 2001 and 2002.
Notwithstanding the foregoing, this Note shall mature and all unpaid principal
and interest due hereon shall become immediately due and payable on March 15,
2002. The principal and interest of this Note may be prepaid, at the option of
Obligor, in whole or in part at any time. Any prepayment shall be without
premium.

      Amounts due under this Note shall be payable, at the option of the
Obligor: (i) in lawful money of the United States of America by check, certified
check or in immediately available funds; (ii) by the surrender of shares of
common stock, $.01 par value per share, of the Payee (the "Common Stock") which
are registered in the name of the Obligor; or (iii) by both clause (i) and
clause (ii) of this sentence. The value of such shares of Common Stock shall be
determined based on the average of the closing prices of the Common Stock on the
OTC Bulletin Board (the "OTC") for the twenty (20) consecutive trading days
immediately prior to the date of such payment (the "Market Value"), or, if the
Common Stock is not then traded on the OTC, the Market Value of the Common Stock
on the Toronto Stock Exchange or such other principal stock exchange as the
Common Stock may then be trading, or if the Common Stock is then not publicly
traded, at a value determined in the good faith estimate by the Board of
Directors of the Payee. In the event a payment of any amounts due hereunder is
made pursuant to clause (ii) of the preceding sentence, the certificate or
certificates registered in the name of the Obligor representing such number of
shares of Common Stock shall be delivered to the Payee, together with stock
powers duly executed in blank and in appropriate form for transfer.

      This Note is secured by a pledge of Two Hundred Thousand (200,000) shares
of Common Stock of the Payee, registered in the name of the Obligor, pursuant to
the terms and conditions of that certain Stock Pledge Agreement, dated the date
hereof, by and among the Obligor and the Payee, and this Note shall be entitled
to the benefits thereof.

      The Obligor shall pay all costs of collection of this Note, including
reasonable attorneys' fees and disbursements and court costs.

      This Note amends and restates all of the promissory notes of the Obligor
previously executed in favor of the Payee, including but not limited to those
promissory notes listed on Schedule A attached hereto (the "Prior Notes"). Upon
execution hereof by the Obligor, the Prior 

<PAGE>

Notes shall be cancelled and be of no further force and effect, and the Payee
shall deliver to the Obligor such notes marked cancelled.

      The Obligor hereby waives presentment for payment, demand, notice of
dishonor and protest of this Note. This Note shall be governed by, and construed
in accordance with, the laws of the State of New York, including matters of
construction, validity and performance. None of the terms or provisions of this
Note may be waived, altered, modified or amended except as the Payee may consent
thereto in writing.

      This Note contains the entire agreement among the parties with respect to
the subject matter hereof and related transactions and supersedes all prior
agreements and promissory notes (including the Prior Notes), written or oral,
with respect thereto.

      IN WITNESS WHEREOF, the Obligor has executed this Promissory Note as of
the date first above written.


                                        ---------------------------------------
                                        Philip Rosner


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<PAGE>

                                   SCHEDULE A

Date of Note                              Principal Amount
------------                              ----------------

September 29, 1994                        $77,100

October 13, 1994                          $15,000

April 13, 1995                            $16,000

November 30, 1995                         $59,425

December 31, 1996                         $23,910
-------------------------------------------------
Total As of December 31, 1996             $191,435

December 31, 1997                         $195,096

December 31, 1998                         $191,976


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