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                                  EXHIBIT 10.3

                                                              New York, NY
                                                              June 29, 1999
                                                              $300,00000


                                 PROMISSORY NOTE


         FOR VALUE RECEIVED, the undersigned, NICOLAS MIRZAYANTZ, now or
formerly residing at 174 W. 79TH St., New York, NY 10024, U.S.A., promises to
pay on June 30, 2004, to the order of International Flavors & Fragrances Inc., a
New York corporation (hereinafter called "IFF"), at IFF's offices, 600 State
Highway No. 36, Hazlet, New Jersey 07730, the principal sum of THREE HUNDRED
THOUSAND DOLLARS (U.S. $300,000.00), with interest thereon from July 1, 1999 at
the rate of seven and twenty-one one hundredths percent (7.21%) per year, which
the undersigned hereby agrees to pay through payment of 20 quarterly
installments, each in the amount of Eighteen Thousand Dollars and seven cents
(U.S. $18,000.07), payable on the last day of each calendar quarter beginning
September 30, 1999 and continuing thereafter to be payable through and including
June 30, 2004, all in lawful money of the United States of America. The
undersigned hereby consents that IFF may withhold the amount of such
installments from each of the undersigned's periodic IFF paychecks for salary,
bonus, vacation and/or sick pay as the same become due, but IFF's failure to do
so shall not affect or modify the obligation of the undersigned to pay any such
instalment when due.

         The entire unpaid principal of this Note and any accrued and unpaid
interest thereon shall, at the option of IFF, become immediately due and payable
prior to June 30, 2004, without notice or demand, upon the happening of any one
or more of the following specified events of default by or with respect to the
undersigned: (i) death of the undersigned, (ii) the insolvency (however
evidenced) of, or the commission of any act of insolvency by, the undersigned,
(iii) the filing of any petition or the commencement of any proceeding by or
against the undersigned for the relief under any bankruptcy or insolvency laws
or any laws relating to the relief of debtors, readjustment of indebtedness,
reorganizations, compositions or extensions, (iv) the appointment or a receiver
of, or the issuance or making of a writ of order of attachment or garnishment
against, any of the property or assets of the undersigned, (v) the termination
in any manner of the undersigned's employment with IFF, or (vi) the failure of
the undersigned to pay any instalment due upon this Note when the same shall
have become payable. If IFF shall elect to accelerate the unpaid principal and
any accrued and unpaid interest of this Note upon the occurrence of any such
event or default, then the undersigned hereby agrees and consents that IFF may
withhold an amount equivalent to said unpaid principal and interest, from any
accrued and unpaid salary bonus, vacation or sick pay or severance payment
otherwise due payable to IFF to him.

         As security for this Note, IFF shall have the right (unless precluded
by the terms of any prior mortgage thereon) to have the undersigned and/or the
undersigned's spouse make a mortgage or second mortgage in favor of IFF or IFF's
affiliated company in France, in form suitable for recording, on any real
property, located in France, now owned or hereafter purchased by the undersigned
and/or the undersigned's spouse so long as this Note shall be outstanding, and
the undersigned and/or the undersigned's spouse hereby agrees to execute any
such mortgage or second mortgage and deliver the same to IFF or IFFs affiliated
company in France at IFFs request. It is hereby expressly agreed that, upon the
execution of any such mortgage or


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second mortgage, all of the covenants, terms, conditions and agreements
contained therein shall become a part of this Note to the same extent and with
the same effect as if fully set forth herein, and also that, upon such
execution, IFF in its discretion, shall have the right to demand that the
undersigned and/or the undersigned's spouse execute and deliver to IFF a new
mortgage note, in similar principal amount and bearing interest at the same rate
as herein provided and in form acceptable to counsel for IFF, to replace this
Note. The preceding provisions of this paragraph shall not be construed to
modify or limit in any way the undersigned's obligation to make, and IFF's right
to enforce, full payment of the principal amount hereof upon acceleration.

         The undersigned hereby waives presentment, protest, notice of protest
and notice of dishonor and any and all other notices or demands in connection
with the delivery, acceptance, payment, performance, default or enforcement of
this Note.

         In case any action shall be brought for the collection of this Note, or
the same must be collected upon demand of an attorney, the undersigned hereby
agrees to pay reasonable attorney's fees for making such collection.

         This Note shall be construed in accordance with, and all matters in
connection with its validity, payment and/or enforcement shall be governed by,
the laws of the State of New York, excluding its conflict of law principles,
except that enforcement of any mortgage or second mortgage in IFF's favor shall
be governed by French law.


                                           /s/ NICOLAS MIRZAYANTZ
                                        ----------------------------
                                             Nicolas Mirzayantz


         By her signature below, Nicolas Mirzayantz's spouse agrees to be
legally bound by and perform those provisions of the above Note that refer to or
require action by her.






                                        ----------------------------
                                        (spouse)