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                                                                   Exhibit 10.70

                   FOURTH AMENDMENT TO MODIFIED LOAN AGREEMENT
                           AND THIRD AMENDMENT TO NOTE

          THIS FOURTH AMENDMENT TO MODIFIED LOAN AGREEMENT AND THIRD AMENDMENT
TO NOTE (the "Amendment") is made and entered into to be effective as of October
22, 2002, by and between BORDEN CHEMICALS AND PLASTICS OPERATING LIMITED
PARTNERSHIP, a Delaware limited partnership, in its capacity as
debtor-in-possession under that certain Chapter 11 bankruptcy case filed as Case
No. 01-1268 (the "Case") filed on April 3, 2001 with the United States
Bankruptcy Court for the District of Delaware (the "Court") (the "Borrower"),
and BCP MANAGEMENT, INC., a Delaware corporation, in its capacity as
debtor-in-possession under that certain Chapter 11 bankruptcy case filed as Case
No. 02-10875 (the "Lender Case") filed on March 22, 2002 with the Court (the
"Lender"). For valuable consideration, the receipt, sufficiency and adequacy of
which are hereby acknowledged, the Borrower and the Lender, intending to be
legally bound, hereby recite and agree as follows:

                                    Recitals

          A.   On April 30, 2002, the Borrower and the Lender entered into that
certain Modified Loan Agreement (as amended, the "Loan Agreement"), pursuant to
which the Lender agreed to lend to the Borrower up to $6,000,000 subject to the
terms and conditions contained therein. The borrowings under the Loan Agreement
were evidenced further by that certain Note in the original principal amount of
$6,000,000 executed by the Borrower in favor of the Lender on April 30, 2002 (as
amended, the "Note"). On May 23, 2002, the Borrower and the Lender entered into
that certain First Amendment to Modified Loan Agreement and First Amendment to
Note, pursuant to which the maturity date under the Loan Agreement was extended
until June 30, 2002 and the Commitment was reduced to $4,500,000. On June 30,
2002, the Borrower and the Lender entered into that certain Second Amendment to
Modified Loan Agreement, pursuant to which the maturity date under the Loan
Agreement was extended until July 17, 2002. On July 29, 2002, the Court issued
an order extending the maturity date under the Loan Agreement until August 19,
2002. On August 19, 2002, the Borrower and the Lender entered into that certain
Third Amendment to Modified Loan Agreement and Second Amendment to Note,
pursuant to which the maturity date under the Loan Agreement was extended until
September 30, 2002 and the Commitment was increased to $8,000,000 subject to
certain permanent reductions upon the occurrence of certain events. On September
24, 2002, the Court issued an order extending the maturity date under the Loan
Agreement until October 22, 2002.

          B.   The Court has issued in the Lender Case and the Case orders
authorizing the extension of the maturity date under the Loan Agreement until
December 31, 2002 and the modification of the Commitment to $7,500,000.

          C.   The Borrower and the Lender mutually wish to amend the Loan
Agreement and the Note, according to the terms and conditions hereinafter set
forth.

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                                    Agreement

          1.   Definitions. All capitalized terms used herein which are defined
in the Loan Agreement shall have the same meanings when used herein.

          2.   Amendments to the Loan Agreement and Note. As of the date hereof,
the Loan Agreement and the Note shall be and hereby are amended and modified as
follows:

               a.   The definition of "Maturity Date" contained in Section 1.1
     of the Loan  Agreement is hereby  modified to delete  therefrom  the phrase
     "September 30, 2002" and replace it with the phrase "December 31, 2002".

               b.   All references in the Loan Agreement and the Note to "Eight
     Million  Dollars" and  "$8,000,000"  are hereby  deleted and replaced  with
     "Seven   Million  Five   Hundred   Thousand   Dollars"  and   "$7,500,000",
     respectively.

          3.   Confirmation and Ratification. Except as specifically modified
and amended pursuant to the terms hereof, the Loan Agreement and Note remain
unchanged and in full force and effect as written. The parties hereto hereby
ratify and confirm in all respects, as of the date hereof, all of the terms,
conditions, representations, warranties, covenants and provisions contained
therein, as modified and amended hereby, and the Borrower hereby confirms and
ratifies in all respects all of the Obligations.

          4.   No Default. The Borrower hereby ratifies and confirms that there
are no Defaults or Events of Default which have occurred and are continuing as
of the date hereof.

          5.   Governing Law. This Amendment, and the rights and obligations of
the parties hereunder, shall be governed by, and construed and interpreted in
accordance with, the laws of the State of Ohio, except and only to the extent
precluded by other laws of mandatory application. Notwithstanding the foregoing,
the Court shall retain jurisdiction over this Amendment and the forum for any
action relating hereto shall be the Court.

               [The remainder of this page is intentionally left blank.]

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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.

                                      BORDEN CHEMICALS AND PLASTICS
                                      OPERATING LIMITED PARTNERSHIP, a
                                      Delaware limited partnership

                                      By: BCP Management, Inc., a Delaware
                                      corporation, its general partner

                                      By:
                                         --------------------------------------
                                         Mark J. Schneider
                                         President and Chief Executive Officer


                                      BCP MANAGEMENT, INC.
                                      a Delaware corporation


                                      By:
                                         --------------------------------------
                                         Mark J. Schneider
                                         President and Chief Executive Officer

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