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                                                               EXHIBIT 10.12



                                NORTH FORK BANK
                  CONSOLIDATED, MODIFIED REVOLVING CREDIT NOTE
 
BORROWER:            TECHNOLOGY FLAVORS & FRAGRANCES, INC.
 
PRINCIPAL: $5,500,000                                     DATE: October 22, 1996
 
    PROMISE TO PAY: The undersigned does hereby promise to pay to the order of
NORTH FORK BANK (the "Bank") at its offices at 245 Love Lane, Mattituck, New
York, or at any of its branches, the sum of FIVE MILLION FIVE HUNDRED THOUSAND
($5,500,000) DOLLARS or the aggregate unpaid principal amount of all advances
made to the undersigned by the Bank pursuant to the terms hereof, whichever
amount is less, plus interest thereon, from the date hereof in the manner set
below.
 
    RATE AND PAYMENT: The Borrower shall pay to the Bank interest on the
outstanding principal balance hereof at that rate equal to one and one-quarter
(1.25%) percent in excess of that rate stated by the Bank to be its Prime Rate
from time to time in effect, payable monthly in arrears on the first (1st) day
of each month hereafter. This Note shall mature on January 15, 1999 on which
date all outstanding principal, interest and/or related charges due to the Bank
hereunder shall be due and payable. All interest payments shall be made by
automatic debit from an account maintained at the Bank in which Borrower shall
maintain balances sufficient to pay the monthly interest payments (currently
Account Number 3124011564).
 
    Prime Rate as referred to herein shall refer to the rate of interest
determined or announced by the Bank from time to time as its prime rate and the
Prime Rate is not necessarily the lowest rate of interest charged by the Bank on
loans and other credit relationships. Each change in the Prime Rate shall effect
a simultaneous and corresponding change in the interest rate hereunder without
notice to the Borrower.
 
    Payments shall be applied first to interest on unpaid principal balances to
the date payment is received by the Bank and then to reduction of principal.
Interest shall be calculated on a 360 day year and actual number of days
elapsed.
 
    In addition to the foregoing, the Borrower shall pay to the Bank a fee equal
to one-quarter of one ( 1/4) percent of the unused portion hereof during the
immediately preceding quarter, payable quarterly in arrears commencing on
January 1, 1997 and on the first day of each April, July, October and January
thereafter until maturity.

                                       
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    LOAN ADVANCES: The Borrower may borrow, repay in whole or in part, and
reborrow on a revolving basis an amount not to exceed an aggregate outstanding
principal balance in the amount of Five Million Five Hundred Thousand
($5,500,000) Dollars.
 
    Notwithstanding anything to the contrary set forth herein, the outstanding
balance of all indebtedness from the Borrower to the Bank shall not exceed the
sum of the following by more than $250,000:
 
        (a) Eighty-Five (85%) percent of the Borrower's Eligible Domestic
    Accounts Receivable outstanding for less than ninety (90) days;
 
        (b) Eighty-Five (85%) percent of the Borrower's Eligible Foreign
    Accounts Receivable insured in a manner and by a company acceptable to the
    Bank or backed by a Letter of Credit acceptable to the Bank (excluding
    amounts due to the Borrower from Leo Salas);
 
        (c) Thirty-Three (33%) percent of the Borrower's Eligible Inventory
    (said 33% not to exceed One Million Five Hundred Thousand ($1,500,000)
    Dollars);
 
        (d) Fifty (50%) percent of the appraised fair market value of the
    Borrower's machinery and equipment (as calculated by an appraiser selected
    by the Bank); and

        (e) For the period to expire on November 29, 1996, the additional sum of
    ten (10%) percent of the net book value of the formulations owned by the
    Borrower (said ten (10%) percent not to exceed $600,000).
 
    During the term hereof, the Borrower shall submit to the Bank a monthly
Borrowing Base Certificate, in the bank-approved form for same, setting forth
the aforementioned calculation and confirming that the outstanding principal
balance of all indebtedness from the Borrower to the Bank does not exceed the
aforementioned limitation. In the event that said aggregate outstanding
principal balance of all indebtedness from the Borrower to the Bank hereunder
shall at any time exceed the specified amount, the Bank may, in its sole
discretion, (a) increase the interest rate applicable hereto by two (2%) percent
per annum, and/or (b) declare a monetary default hereunder.
 
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    The Bank reserves the right to make or decline any request for an advance in
its sole discretion, provided such discretion is exercised in a commercially
reasonable manner, and may condition the availability of an advance upon, among
other things, the maintenance of a satisfactory financial condition. Borrower
authorizes the Bank to keep a record of the amounts and dates of all advances
and repayments hereunder, which record shall, in the absence of manifest error,
be conclusive as to the outstanding principal amount due hereunder; provided,
however, that the failure to record any advance or repayment shall not limit or
otherwise affect the obligation of Borrower under this Note.
 
    The Borrower acknowledges that there is currently outstanding under the
terms of those certain notes consolidated herein the combined outstanding
aggregate principal balance of Four Million Fifty Thousand ($4,050,000) Dollars
and that only the sum of One Million Four Hundred Fifty Thousand ($1,450,000)
Dollars is available to the Borrower hereunder subject to those limitations
defined herein.
 
    PREPAYMENT: Prepayment in whole or in part may be made at any time without
penalty. Any prepayment will be applied in inverse order of maturity and will
not defer the payment schedule.
 
    DEFAULT INTEREST RATE: The unpaid principal sum due under this Note shall
bear interest at a rate equal to four (4%) percent above the rate set forth
above on and after the occurrence of any event of default and until the entire
principal sum hereof has been fully paid, both before and after the entry of any
judgment with respect to such event, but in no event shall the rate either
before or after the occurrence of an event of default exceed the highest rate of
interest, if any, permitted under applicable New York or Federal Law.
 
    SECURITY: This Note is secured by:
 
        (a) all accounts, accounts receivable, other receivables, contract
    rights, chattel paper, general intangibles, instruments and documents, and
    notes; any other obligations or indebtedness owed to Borrower from whatever
    source arising; all rights of Borrower to receive any performance or any
    payments in money or kind; all guaranties of the foregoing and security
    therefor; all of the right, title and interest of Borrower in and with
    respect to the goods, services, or other property that gave rise to or that
    secure any of the foregoing or which are described in invoices and insurance
    policies and proceeds relating thereto, and all rights of Borrower as an
    unpaid seller of goods and services, including, but not limited to, the
    rights to stoppage in transit, replevin, reclamation, and resale; and all of
    the foregoing whether now owned or existing or hereafter created or
    
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    acquired; any and all now owned or hereafter acquired inventory, goods,
    merchandise, or other personal property, raw materials, parts, supplies,
    work-in-process and finished products intended for sale, of every kind and
    description, in the custody or possession, actual or constructive, of
    Borrower, including such inventory as is temporarily out of the custody or
    possession of Borrower, including insurance proceeds from insurance on any
    of the above, all of the Borrower's interest in inventory described in
    invoices, any returns upon any accounts and other proceeds, resulting from
    the sale or disposition of any of the foregoing, including without
    limitation, raw materials, work-in-process, and finished goods, (all of the
    foregoing is collectively referred to herein as the "Collateral."); and
 
        (b) all products of Collateral and all additions and accessions to,
    replacements of, insurance or condemnation proceeds of, and documents
    covering Collateral, all property received wholly or partly in trade or
    exchange for Collateral, all leases of Collateral and all rents, revenues,
    issues, profits and proceeds arising from the sale, lease, license,
    encumbrance, collection, or any other temporary or permanent disposition, of
    the Collateral or any interest therein.
 
    The security interest granted to the Bank in the Collateral as described
herein is more fully set forth in that certain General Security Agreement dated
July 12 1993, previously amended and restated by that certain Amended and
Restated General Security Agreement dated December 4, 1995, and as further
restated and amended of even date herewith.
 
    RIGHT OF OFFSET: If any payment is not made on time, or if the entire
balance becomes due and payable and is not paid, all or part of the amount due
may be offset out of any account or other property which the undersigned has at
the Bank without prior notice or demand.
 
    LATE CHARGES: Undersigned will pay a charge of 4% of the amount of any
payment overdue more than ten (10) days (without taking into account any grace
period) at the time the late payment is made.
 
    FINANCIAL STATEMENTS: Borrower shall furnish to the Bank the following:
 
        (a) As soon as available, but in no event later than 120 days after the
    end of each fiscal year, with annual reviewed financial statements with an
    unqualified opinion, including balance sheets as of the last day of the
    fiscal year and statements of income and retained earnings and changes in
    financial condition for such fiscal year each prepared in accordance with
    generally accepted accounting principles, consistently applied for the
    period and prior periods by Ernst & Young, LLP, or by other independent
    certified public accountants satisfactory to the Bank;

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        (b) As soon as available, but in no event later than 60 days after the
    end of each three (3) month period, quarterly financial statements,
    including balance sheets and statements of income and retained earnings and
    changes in financial condition for such semi-annual period each prepared in
    accordance with generally accepted accounting principles, consistently
    applied for the period and prior periods by independent certified public
    accounts satisfactory to the Bank;
 
        (c) Borrower shall furnish to the Bank a completed Borrowing Base
    certificate along with an Accounts Receivable Aging Report by the 10th day
    following the end of the previous month; and
 
        (d) All other documents and/or information reasonably requested by the
    Bank.
 
    AFFIRMATIVE COVENANTS: The Borrower will, and with respect to the agreements
set forth in subsections (a) through (f) hereof, will cause each Subsidiary to:
 
        (a) With respect to its properties, assets and business, maintain
    insurance against loss or damage, to the extent that property, assets and
    businesses of similar character are usually so insured by companies
    similarly situated and operating like properties, assets or businesses with
    responsible insurance companies satisfactory to the Bank, said insurance to
    be assigned at closing to the Bank as its interests may appear;
 
        (b) Duly pay and discharge all taxes or other claims which might become
    a lien upon any of its properties except to the extent that such items are
    being in good faith appropriately contested;
 
        (c) Maintain, preserve and keep its properties in good repair, working
    order and condition, and make all reasonable repairs, replacements,
    additions, betterments and improvements thereto;
 
        (d) Conduct its business in substantially the same manner and in
    substantially the same fields as such business is now carried on and
    conducted;
 
        (e) Comply with all statutes, rules and regulations and maintain its
    corporate existence;
 
        (f) Permit the Bank to make or cause to be made, inspections and audits
    of any books, records and papers of the Borrower and of any parent or
    subsidiary and each endorser or Guarantor hereof and to make extracts

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    therefrom at all such reasonable times and as often as the Bank may
    reasonably require;
 
        (g) Immediately give notice to the Bank that an Event of Default has
    occurred or that an event which, with the giving of notice or lapse of time,
    or both, would constitute an Event of Default, has occurred and specifying
    the action which the Borrower has taken and proposes to take with respect
    thereto.
 
    NEGATIVE COVENANTS: During the term hereof the Borrower will not, and will
not permit any Parent or Subsidiary to:
 
        (i) incur any indebtedness not in the ordinary course of business other
    than that incurred with the Bank;
 
        (ii) acquire all or any interest in any entity in excess of Fifty
    Thousand ($50,000) Dollars without the prior written consent of the Bank;
 
       (iii) make or suffer advances to affiliates, subsidiaries and/or
    unrelated entities in excess of $10,000 per year, except in the ordinary
    course of business;
 
        (iv) make or suffer advances to shareholders and/or officers in excess
    of $10,000 per year;
 
        (v) invest in other entities in excess of Fifty Thousand ($50,000)
    Dollars;
 
        (vi) declare or pay any dividend without the prior written consent of
    the Bank;
 
       (vii) assume, endorse, be or become liable for or guarantee the
    obligations of any person except by the endorsement of negotiable
    instruments for deposit or collection in the ordinary course of business.
    Notwithstanding the foregoing, the Borrower shall be permitted to guarantee
    the obligations of any subsidiary in an amount not to exceed Fifty Thousand
    ($50,000) Dollars, provided said guaranty does not otherwise cause an Event
    of Default hereunder;
 
      (viii) (1) terminate any Pension Plan so as to result in any material
    liability to The Pension Benefit Guaranty Corporation established pursuant
    to Subtitle A of Title IV of ERISA (the "PBCG"), (2) engage in or permit any

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    person to engage in any "prohibited transaction" (as defined in Section 406
    of ERISA or Section 4975 of the Internal Revenue Code of 1954, as amended)
    involving any Pension Plan which would subject the Borrower to any material
    tax, penalty or other liability, (3) incur or suffer to exist any material
    "accumulated funding deficiency" (as defined in Section 302 of ERISA),
    whether or not waived, involving any Pension Plan, or (4) allow or suffer to
    exist any event or condition, which presents a material risk of incurring a
    material liability to the PBCG by reason of termination of any Pension Plan.
 
    DEFAULT: The Bank may declare the entire unpaid balance of the Note due and
payable on the happening of any of the following events (each an "Event of
Default"):
 
        (a) Failure to pay any amount required by this Note within five (5)
    business days of its respective due date, or any other obligation owed to
    the Bank by undersigned or any Guarantor within five (5) business days of
    its respective due date, or failure to have sufficient funds in its account
    for loan payments to be debited on the due date;
 
        (b) Failure to perform or keep or abide by any term, covenant or
    condition contained in this Note, any Guaranty or any other document given
    to the Bank in connection with this Note within ten (10) business days after
    written notice of said default;
 
        (c) The filing of a bankruptcy proceeding, assignment for the benefit 
    of creditors, issuance of an execution, garnishment, or levy against, or 
    the commencement of any proceeding for relief from indebtedness by or 
    against the undersigned or any Guarantor, provided such proceeding is not 
    dismissed within sixty (60) days from the date of its filing or inception;
 
        (d) The happening of any event which, in the reasonable judgment of the
    Bank, materially adversely affects Borrower's or Guarantor's ability to
    repay the Note or the value the Collateral is materially impaired;
 
        (e) If any material written representation, warranty or statement made
    to the Bank by Borrower or Guarantors is untrue;
 
        (f) The occurrence of a default under any Guaranty or any other document
    or instrument given to the Bank in connection with this Note, provided that
    such default continues for a period of five (5) business days after written
    notice thereof to the Borrower;
 
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        (g) n]Failure to provide any financial information within ten (10) days
    of the Bank's written request or failure to permit an examination of the
    Borrower's books and records within ten (10) days of the Bank's written
    request;
 
        (h) Sale, disposal and/or transfer of any material fixed or intangible
    asset(s) of the Borrower without the prior written consent of the Bank;
 
        (i) In the event that the Borrower shall maintain a Debt Service
    Coverage of less than 1.30 : 1. For purposes hereof, Debt Service Coverage
    shall be tested on an annual basis and defined as (Operating Income +
    Depreciation + Amortization) (Interest Expense + Principal Amortization,
    excluding Principal Amortization due in connection with that certain
    subordinated debt due to certain purchasers pursuant to that certain
    Purchase Agreement dated of even date herewith in the amount of $1,500,000);
 
        (j) In the event that the ratio of the Borrower's Senior Debt to
    (Tangible Net Worth plus Subordinated Debt) shall exceed 3.25 : 1 prior to
    December 30, 1997 and 2.50 : 1 thereafter;
 
        (k) In the event that the Borrower shall maintain a Current Ratio
    (Current Assets divided by Current Liabilities) of less than 1.5 : 1;
 
        (l) In the event that the Borrower shall incur Capital Expenditures in
    excess of Three Hundred Thousand ($300,000) Dollars per year.
 
    MISCELLANEOUS: (a) All agreements, representations and warranties made
herein shall survive the delivery of this Note. The Borrower waives trial by
jury, set-off and counterclaim of any nature in any litigation in any court with
respect to, in connection with, or arising out of, this Note or any instrument
or document delivered pursuant hereto or the validity, protection,
interpretation, collection or enforcement hereof;
 
    (b) No modification or waiver of or with respect to any provision of this
Note, or consent to any departure by the Borrower from any of the terms or
conditions hereof, shall in any event be effective unless it shall be in writing
and signed by the Bank, and then such waiver or consent shall be effective only
in the specific instance and for the purpose for which given. No notice to or
demand on the Borrower in any case shall, of itself, entitle it to any other or
further notice or demand in similar or other circumstances;
 
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    (c) Each and every right granted to the Bank hereunder or under any other
document delivered hereunder or in connection herewith, or allowed it by law or
equity, shall be cumulative and may be exercised from time to time. No failure
on the part of the Bank or the holder of this Note to exercise, and no delay in
exercising, any right shall operate as a waiver thereof, nor shall any single or
partial exercise of any right preclude any other or future exercise thereof or
the exercise of any other right;
 
    (d) In the event that this Note is placed in the hands of an attorney for 
collection by reason of any default hereunder, the Borrower agrees to pay 
reasonable attorney's fees so incurred. The Borrower promises to pay all 
expenses of any nature as soon as incurred whether in or out of court and 
whether incurred before or after this Note shall become due at its maturity 
date or otherwise and costs which the Bank may deem necessary or proper in 
connection with the satisfaction of the indebtedness or the administration, 
supervision, preservation, protection (including but not limited to 
maintenance of adequate insurance) of or the realization upon the collateral;
 
    (e) The Borrower hereby waives presentment, demand for payment, protest,
notice of protest, notice of dishonor, and any or all other notices or demands
except as otherwise expressly provided for herein;
 
    (f) All accounting terms not otherwise defined in this Note shall have the
meanings ascribed thereto under generally accepted accounting principles;
 
    (g) It is the specific intention of the parties that this Note is, and shall
continue to be, an instrument for the payment of money only and the Borrower
expressly grants to the Bank all rights and privileges attendant thereto;
 
    (h) Notwithstanding anything to the contrary contained in this Note, the
rate of interest payable on this Note shall never exceed the maximum rate of
interest permitted under applicable law. If at any time the rate of interest
otherwise prescribed herein shall exceed such maximum rate, and such prescribed
rate is thereafter below such maximum rate, the prescribed rate shall be
increased to the maximum rate for such period of time as is required so that the
total amount of interest received by the Bank is that which would have been
received by the Bank, except for the operation of the first sentence of this
Section.
 
    (i) This Note and the rights and obligations of the parties shall be
construed and interpreted in accordance with the laws of the State of New York
and the Borrower consents to the jurisdiction of the courts of New York in any
action brought to enforce any rights of the Bank under this Note.
 
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    IN WITNESS WHEREOF, the undersigned has signed this note as of the 22nd day
of October, 1996.
 
                                          TECHNOLOGY FLAVORS & FRAGRANCES,
                                            INC.
 
                                          By: /s/ Philip Rosner
                                          --------------------------------------
 
                                            Philip Rosner, President
 
                                          By: /s/ Joseph A. Gemmo
                                          --------------------------------------
 
                                            Joseph A. Gemmo, Vice President
 
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