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                                                                   Exhibit 10.55

                   FIRST AMENDMENT TO MODIFIED LOAN AGREEMENT
                           AND FIRST AMENDMENT TO NOTE

          THIS FIRST AMENDMENT TO MODIFIED LOAN AGREEMENT AND FIRST AMENDMENT TO
NOTE (the "Amendment") is made and entered into to be effective as of May 23,
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 (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
(the "Note").

          B.   The Court has this day issued in the Lender Case a Final Order
Authorizing Extension of Debtor's Obligations under a Modified Loan Agreement
with Borden Chemicals and Plastics Operating Limited Partnership Through June
30, 2002 (the "Order") authorizing the extension of the maturity date under the
Loan Agreement until June 30, 2002 and the reduction of the Commitment to
$4,500,000.

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

                                    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 shall be and hereby is 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 "May 23, 2002" and replace it with the phrase "June 30, 2002".

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               b. All references in the Loan Agreement and the Note to "Six
     Million Dollars" and "$6,000,000" are hereby deleted and replaced with
     "Four Million Five Hundred Thousand Dollars" and "$4,500,000",
     respectively.

               c. Section 2.1 of the Loan Agreement is hereby amended (i)
     by deleting therefrom the phrase ", subject to the sublimits set forth
     in this Section 2.1" from the first sentence, (ii) by deleting the
     phrase "May 23, 2002" and replacing it with "June 30, 2002" and (iii)
     by deleting all words appearing after the semi-colon in the second
     sentence.

               d. Exhibit B to the Loan Agreement is hereby amended to
     delete paragraph 4 therefrom.

          3.   Confirmation and Ratification. Except as specifically modified
and amended pursuant to the terms hereof, the Loan Agreement remains 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.

          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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