PROMISSORY NOTE

March 15, 1999                                                        $79,023.96

            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
Seventy-Nine Thousand Twenty-Three and 96/100 Dollars ($79,023.96), 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 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 One Hundred Thousand (100,000)
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.

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            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 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 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.


                                        ---------------------------------------
                                        A. Gary Frumberg


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<PAGE>

                                   SCHEDULE A

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

      December 31, 1998                   $77,755.54

      December 31, 1997                   $84,424


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