STOCK PURCHASE AGREEMENT

 

                                                                      EXHIBIT 10
                                      
                                      
                                      
                                      
                      SPECIALTY CHEMICAL RESOURCES, INC.
                                      
                                      
                                   $350,000
                                      
                7 1/2% CUMULATIVE CONVERTIBLE PREFERRED STOCK
                                      
                                      
                    _____________________________________
                                      
                                      
                           STOCK PURCHASE AGREEMENT
                                      
                                      
                    _____________________________________
                                      
                                      
                         DATED AS OF OCTOBER 6, 1995

                      SPECIALTY CHEMICAL RESOURCES, INC.
                            9100 VALLEY VIEW ROAD
                          MACEDONIA, OHIO 44056-2013
                                      
                                                     Dated as of October 6, 1995

Mr. Edwin M. Roth
c/o Specialty Chemical Resources, Inc.
9100 Valley View Road
Macedonia, OH  44056-2013

Dear Mr. Roth:

The undersigned, Specialty Chemical Resources, Inc., a Delaware corporation
(herein called the "Company"), hereby agrees with you as follows:

1. AUTHORIZATION OF ISSUANCE OF SECURITIES BY THE COMPANY.  The Company has
authorized the issuance and sale of 3,500 shares of its Preferred Stock, par
value $.01 per share, to be designated as the "7 1/2% Cumulative Convertible
Preferred Stock" (the "Preferred Stock").  The preferences, voting powers,
qualifications, limitations, restrictions and the special or relative rights
granted to or imposed upon the Preferred Stock are as set forth in the
Certificate of Powers, Designation, Preferences and Rights of the 7 1/2%
Cumulative Convertible Preferred Stock (the "Certificate of Designation"), a
copy of which is attached hereto as Exhibit A.

2. PURCHASE AND SALE OF SECURITIES.

  (a)  SECURITIES AND PURCHASE PRICE.  On the terms and subject to the
conditions set forth below, the Company agrees to issue and sell to you, and
you agree to purchase from the Company, 3,500 shares of Preferred Stock to be
evidenced by one or more certificates registered in your name and in such
denominations as you shall request, at a purchase price of $100 per share.

  (b)  CLOSING.  The purchase and delivery of the Preferred Stock to be
purchased by you shall take place simultaneously with your and the Company's
execution of this Agreement or at such other time and place as the parties
shall agree (the "closing date" or "date of closing").  At the closing, the
Company will deliver certificates representing the Preferred Stock to be
purchased by you, against payment of the aggregate purchase price therefor.

3. CONDITIONS OF CLOSING.  Your obligation to purchase and pay for the
Preferred Stock on the date of closing is subject to the satisfaction on or
before the date of closing of the following conditions:

  (a)  REPRESENTATIONS AND WARRANTIES.  The representations and warranties
contained in Section 5 of this Agreement shall be true on and as of the date of
closing as if made on and as of such date.

  (b)  COMPLIANCE WITH THIS AGREEMENT.  The Company shall have performed and
complied with all agreements and conditions contained herein which are required
to be performed or complied with by the Company before or at the closing.

  (c)  PURCHASE OF REAL ESTATE.  The Company shall have secured the financing
necessary, together with the proceeds from the issuance of the Preferred Stock,
for its purchase of the real estate located at 9055 Freeway Drive, Macedonia,
Ohio and shall have entered into agreements that are satisfactory to you for
the purchase of same.

4. COVENANTS.

  (a)  FINANCIAL STATEMENTS AND REPORTS.  The Company will deliver to you, so
long as you shall hold any Preferred Stock:

       (i)   promptly upon the mailing thereof to the shareholders of the
  Company generally, copies of all financial statements, reports and proxy 
  statements so mailed;

       (ii)  promptly upon the filing thereof, copies of all registration
  statements and annual, quarterly or monthly reports that the Company or any
  of its Subsidiaries shall have filed with the Commission;

       (iii)  promptly upon transmission thereof (but in any event within ten 
  days after transmission), copies of all press releases and other statements
  made available generally by the Company or its Subsidiaries to the public
  concerning material developments in the results of operations, financial      
  condition, business or prospects of the Company and its Subsidiaries; and
        
       (iv)  from time to time such additional information regarding the 
  financial positions, results of operations, business or prospects of the
  Company or any of its Subsidiaries as you or any holder of Preferred Stock
  may reasonably request.
        
  (b)  ACTIONS PENDING CLOSING.  From the date hereof until the closing date, 
the Company will not take any action the result of which would be to cause any
of the representations and warranties contained in Section 5 hereof to be
untrue, or any of the conditions of closing contained in Section 3 hereof to be
unsatisfied, on the closing date.
        
5. REPRESENTATIONS AND WARRANTIES.  The Company represents and warrants to you
as set forth below:

  (a)  CORPORATE EXISTENCE AND POWER.  The Company is a corporation duly
incorporated, validly existing and in good standing under the laws of its
jurisdiction of incorporation, has all corporate powers and all material
governmental licenses, authorizations,

consents and approvals required to carry on its business as now conducted,
to enter into this Agreement and is duly qualified as a foreign corporation,
licensed and in good standing in each jurisdiction where qualification or
licensing is required by the nature of its businesses, or the character and
location of its property or businesses, except where the failure to be so
qualified would not have a material adverse effect on the Company.

  (b)  CORPORATE AND GOVERNMENTAL AUTHORIZATION; NO CONTRAVENTION.  The
execution and delivery by the Company of this Agreement and the Preferred Stock
and the performance by the Company of its obligations hereunder are within the
corporate powers of the Company, have been duly authorized by all necessary
corporate action and, as of the date of closing, will not contravene or
constitute (with or without the giving of notice or lapse of time or both) a
default under any material provision of applicable law or regulation or of the
certificate of incorporation or bylaws or any material agreement to which the
Company is a party.

  (c)  VALID AND BINDING OBLIGATIONS.  At the date hereof and at the date of
closing, this Agreement constitutes and will constitute a legal, valid and
binding obligation of the Company, enforceable against the Company in
accordance with its terms.

6. REPRESENTATIONS OF PURCHASER.  You represent that you are an "accredited
investor" as such term is defined in 17 C.F.R. Section  230.501 (1986).  You
represent, and it is specifically understood and agreed, that you are acquiring
the Preferred Stock for your own account for the purpose of investment and not
with a view to distribution of any thereof.  You further represent that by
virtue of your position with the Company you are able to evaluate the risks of
purchasing the Preferred Stock.

7. RESTRICTIONS ON TRANSFER; REGISTRATION.

  (a)  RESTRICTIVE LEGEND.  Except as otherwise permitted by this Section 7,
each certificate representing shares of Preferred Stock, and each certificate
issued upon the registration of transfer of any shares of such Preferred Stock
or the conversion of any shares of Preferred Stock into Restricted Common
Stock, shall be stamped or otherwise imprinted with a legend in substantially
the following form:

       "The securities represented by this certificate have not been registered
  under the Securities Act of 1933 and may not be transferred in the absence of
  such registration or an exemption therefrom under such Act, except under
  circumstances where neither such registration nor such an exemption is
  required by law.  Such securities may be transferred only upon the
  fulfillment of the conditions specified in a certain Stock Purchase
  Agreement, dated as of October 6, 1995, between Specialty Chemical Resources,
  Inc., and the purchaser named therein.  A complete and correct copy of the
  form of such Agreement is available for inspection at the principal office of
  such Corporation or at the office or agency maintained by such Corporation as 
  provided in such Agreement and will be furnished to the holder of such 
  securities upon written request and without charge."

  (b)  NOTICE OF PROPOSED TRANSFER; OPINIONS OF COUNSEL.  Subject to the
exception set forth in the last sentence of this Section 7(b), prior to any
transfer of any Preferred Stock or Restricted Common Stock, the holder thereof
will give written notice to the Company of such holder's intention to effect
such transfer and to comply in all other respects with this Section 7(b).  Each
such notice (1) shall describe the manner and circumstances of the proposed
transfer in sufficient detail to enable counsel to render the opinions referred
to below, and (2) shall designate counsel for the holder giving such notice.
The holder giving such notice will submit a copy thereof to the counsel
designated in such notice and the Company will promptly submit a copy thereof
to its counsel.  The following provisions shall then apply:

       (i)   If in the opinion of each such counsel the proposed transfer may be
  effected without registration of such Preferred Stock or Restricted Common
  Stock under the Securities Act, the Company will promptly notify the holder
  thereof and such holder shall thereupon be entitled to transfer such
  Preferred Stock or Restricted Common Stock in accordance with the terms of
  the notice delivered by such holder to the Company.  Each certificate issued
  upon or in connection with such transfer shall bear the applicable
  restrictive legend set forth in Section 7(a), unless in the opinion of each
  such counsel such legend is no longer required to ensure compliance with the
  Securities Act.  If for any reason counsel for the Company (after having been
  furnished with the information required to be furnished by clause (1) of this
  Section 7(b)) shall fail to deliver a favorable or unfavorable opinion to the
  Company, or the Company shall fail to notify such holder thereof as
  aforesaid, within fifteen days after such holder shall have delivered to the
  Company a copy of the opinion of counsel for such holder, then for all
  purposes of this Agreement the opinion of counsel for such holder shall be
  sufficient to authorize the proposed transfer and the opinion of counsel for
  the Company shall not be required in connection with such proposed transfer;
  and

       (ii)  If in the opinion of either or both of such counsel the proposed
  transfer may not be effected without registration of such Preferred Stock or
  Restricted Common Stock under the Securities Act, the Company will promptly
  so notify the holder thereof and such holder shall not be entitled to
  transfer such Preferred Stock or Restricted Common Stock until receipt of a
  favorable opinion or opinions pursuant to the provisions of this Section 7(b)
  or until registration of such Preferred Stock or Restricted Common Stock
  under the Securities Act has become effective.

  (c)  INCIDENTAL REGISTRATION.  In case the Company, at any time or from time
to time, proposes to register any of its securities under the Securities Act
(other than (1) a registration of securities solely in connection with any plan
for the acquisition of securities by employees of the Company or its
subsidiaries or any dividend reinvestment plan, (2) a registration of
securities when the registration statement therefor does not include
substantially the same information as would be required to be included in a
registration statement covering the sale of Common Stock or (3) a registration
on Form S-4 or S-8), it will at each such time give written notice to all
holders of Restricted Common Stock of its intention to do so and, upon the
written request of any such holder made within thirty days after the receipt
of any

such notice (which request shall specify the number of shares of Restricted
Common Stock intended to be disposed of by such holder and the intended method
of disposition thereof), the Company will, as provided in Section 7(d), use its
best efforts to effect, as expeditiously as possible, the registration under
the Securities Act of all Restricted Common Stock which the Company has been so
requested to register by the holders of the Restricted Common Stock, to the
extent requisite to permit the disposition (in accordance with the intended
methods thereof as aforesaid) of the Restricted Common Stock so to be
registered, PROVIDED that:

       (i)   if, at any time after giving written notice of its intention to
  register any securities and prior to or after the effective date of the
  registration statement filed in connection with such registration, the
  Company shall determine for any reason not to register or to withdraw or
  suspend the registration of such securities, the Company may, at its
  election, give written notice of such determination to each holder of
  Restricted Common Stock and, thereupon shall be relieved from its obligation
  with respect to such registration (but not from its obligation to pay the
  Registration Expenses in connection therewith);

       (ii)  if the Company's securities so registered for sale are to be
  distributed in an underwritten offering and the managing underwriter shall
  advise the Company in writing that, in its opinion, the amount of securities
  to be offered should be limited in order to assure a successful offering, the
  amount of securities to be included in such registration shall be so limited
  and shall be allocated among the persons selling such securities, in the
  following order of priority (with the effect that all securities of a
  category below must be included in the registration before any securities of
  a subsequent category below are included in the registration):  (1) the
  securities, if any, the Company proposes to sell and (2) the Restricted
  Common Stock and the other securities requested to be included and having
  similar rights, pro rata among the holders of such securities in proportion,
  as nearly as practicable, to the amount of securities requested to be
  registered by each of the holders of the Restricted Common Stock and such
  other securities; and

       (iii)  if the securities or blue sky laws of any jurisdiction in which 
  the securities so registered are proposed to be offered would prohibit the
  Company's payment of Registration Expenses attributable to the Restricted
  Common Stock requested to be included in such registration, and if the
  Company shall determine, in good faith, that the offering of such securities
  in such jurisdiction is necessary for the successful consummation of the
  registered offering, then the holders of Restricted Common Stock requested to
  be included in such registration shall either agree to pay the portion of the
  Registration Expenses attributable thereto, or withdraw their request for
  inclusion of Restricted Common Stock in such registration.

Except as provided above, the Company will pay all Registration Expenses in
connection with each registration of Restricted Common Stock under this Section
7(c).

   (d)   REGISTRATION PROCEDURES.  If and whenever the Company is required to
use its best efforts to effect the registration of any Restricted Common Stock 
under the Securities Act as provided in Section 8(c), the Company will promptly:

       (i)    prepare and (in any event within ninety days after the end of the
  period within which requests for registration may be given to the Company)
  file with the Commission a registration statement with respect to such
  securities and use its best efforts to cause such registration statement to
  become effective;

       (ii)   prepare and file with the Commission such amendments and 
  supplements to such registration statement and the prospectus used in
  connection therewith as may be necessary to keep such registration statement
  effective and to comply with the provisions of the Securities Act with
  respect to the disposition of all securities covered by such registration
  statement until such time as all of such securities have been disposed of in
  accordance with the intended methods of disposition by the seller or sellers
  thereof set forth in such registration statement, but in no event for a
  period of more than six months after such registration statement becomes
  effective;
        
        (iii) furnish to each seller of such securities such number of conformed
  copies of such registration statement and of each such amendment and
  supplement thereto (in each case including all exhibits, except that the
  Company shall not be obligated to furnish any seller of securities with more
  than two copies of such exhibits), such number of copies of the prospectus
  contained in such registration statement (including each preliminary
  prospectus and any summary prospectus), in conformity with the requirements
  of the Securities Act, all documents filed and all correspondence dispatched
  to or from the Commission in connection with such offering, and such other
  documents, as such seller may reasonably request in order to facilitate the
  disposition of the securities owned by such seller;

       (iv)   use its best efforts to register or qualify such securities  
  covered by such registration statement under such other securities or blue
  sky laws of such jurisdictions as each seller shall reasonably request, and
  do any and all other acts and things which may be necessary or advisable to
  enable such seller to consummate the disposition in such jurisdictions of the
  securities owned by such seller, except that the Company shall not for any
  such purpose be required to qualify generally to do business as a foreign
  corporation in any jurisdiction wherein it is not so qualified, or to subject
  itself to taxation in any such jurisdiction, or to consent to general service
  of process in any such jurisdiction;
        
       (v)    notify each seller of any such securities covered by such
  registration statement, at any time when a prospectus relating thereto is
  required to be delivered under the Securities Act, of the happening of any
  event as a result of which the prospectus included in such registration
  statement, as then in effect, includes an untrue statement of a material fact
  or omits to state any material fact required to be stated therein or
  necessary to make statements therein not misleading in the light of the

  circumstances then existing, and prepare and furnish to such seller a
  reasonable number of copies of a supplement to, or an amendment of, such
  prospectus as may be necessary so that, as thereafter delivered to the
  purchasers of such securities, such prospectus shall not include an untrue
  statement of a material fact or omit to state a material fact required to be
  stated therein or necessary to make the statements therein not misleading in
  the light of the circumstances then existing;

       (vi)   advise each seller as to the time when such registration statement
  becomes effective and as to the issuance by the Commission of any stop order
  suspending the effectiveness of such registration statement or the
  institution of any proceedings for that purpose, and use its best efforts to
  prevent the issuance of any such stop order and to obtain as soon as possible
  the lifting thereof, if issued;

       (vii)   otherwise use its best efforts to comply with all applicable 
  rules and regulations of the Commission and make available to its security
  holders, as soon as reasonably practicable, an earnings statement covering
  the period of at least twelve months, but not more than eighteen months,
  beginning with the first month after the effective date of the registration
  statement, which earnings statement shall satisfy the provisions of Section
  11(a) of the Securities Act;
        
       (viii) furnish to each seller a signed counterpart of:

              (1)  an opinion of counsel for the Company addressed to the 
       sellers or, in the case of an underwritten public offering, to the
       underwriter, dated the effective date of such registration statement,
       and
        
              (2)  a "comfort letter" addressed to the underwriter signed by the
       independent public accountants who have certified the Company's financial
       statements included in such registration statement,

  covering substantially the same matters with respect to such registration
  statement (and the prospectus included therein) and, in the case of such
  accountants' letter, with respect to events subsequent to the date of such
  financial statements, as are customarily covered in opinions of issuer's
  counsel and in accountants' letters delivered to the underwriters in
  underwritten public offerings of securities, PROVIDED that the Company shall
  not be obligated to furnish such accountants' letter except in connection
  with an underwritten offering.  The Company may require each seller of any
  securities as to which any registration is being effected to furnish the
  Company such information regarding such seller and the distribution of such
  securities as the Company may from time to time request in writing and as
  shall be required by law in connection therewith.

  (e)  TERMINATION OF RESTRICTIONS.  The restrictions imposed by this Section 7
upon the transferability of Preferred Stock and Restricted Common Stock shall
cease and terminate as to any particular shares of Preferred Stock or
Restricted Common Stock (1) when such securities shall have been effectively
registered under the Securities Act and disposed of in accordance with the
registration statement covering such securities, or (2) when, in the

opinion of both counsel for the holder thereof and counsel for the Company,
or when, in the opinion of either counsel for the Company or counsel for the
holder reasonably satisfactory to counsel for the Company on the basis of a
pertinent Commission rule or regulation promulgated under the Securities Act,
or a "no-action" letter addressed to either the holder thereof or the Company
from the staff of the Commission, such restrictions are no longer required in
order to ensure compliance with the Securities Act.  Whenever such restrictions
shall terminate as to any shares of Preferred Stock or Restricted Common Stock
the holder thereof shall be entitled to receive from the Company, without
expense (other than transfer taxes, if any), new certificates representing such
shares of like tenor not bearing the applicable legend set forth in Section
7(a).

  (f)  Indemnification.
       ---------------
       (i)   In the event of any registration of any Restricted Common Stock 
  under the Securities Act pursuant to Section 7(c), the Company will indemnify
  and hold harmless the seller of such securities, its directors and officers,
  each other Person who participates as an underwriter within the meaning of
  the Securities Act, in the offering or sale of such securities and each other
  Person, if any, who controls such seller or any such participating Person
  against any losses, claims, damages or liabilities, joint or several, to
  which such seller or any such director or officer or participating Person or
  controlling Person may become subject under the Securities Act or otherwise,
  insofar as such losses, claims, damages or liabilities (or actions or
  proceedings in respect thereof) arise out of or are based upon (1) any untrue
  statement or alleged untrue statement of any material fact contained in any
  registration statement under which such securities were registered under the
  Securities Act, any preliminary prospectus, final prospectus or summary
  prospectus contained therein, or any amendment or supplement thereto, or (2)
  any omission or alleged omission to state therein a material fact required to
  be stated therein or necessary to make the statements therein not misleading;
  and the Company will reimburse such seller and each such director, officer,
  participating Person and controlling Person for any legal or any other
  expenses reasonably incurred by them in connection with investigating or
  defending any such loss, claim, liability or action, PROVIDED that the
  Company shall not be liable in any such case to the extent that any such
  loss, claim, damage or liability arises out of or is based upon an untrue
  statement or alleged untrue statement made in such registration statement,
  any such preliminary prospectus, final prospectus, summary prospectus,
  amendment or supplement in reliance upon and in conformity with written
  information furnished to the Company through an instrument duly executed by
  such seller specifically stating that it is for use in the preparation
  thereof.  Such indemnity shall remain in full force and effect regardless of
  any investigation made by or on behalf of such seller or any such director,
  officer, participating Person or controlling Person and shall survive the
  transfer of such securities by such seller.
        
       (ii)  As a condition to including any Restricted Common Stock in any
  registration statement filed pursuant to Section 7(c), the Company shall have
  received an undertaking from the prospective seller of such securities to
  indemnify and hold harmless the Company, each director of the Company, each
  officer of the Company

  who shall sign such registration statement, each other Person, if any, who
  controls the Company within the meaning of the Securities Act and each other
  Person who participates as an underwriter within the meaning of the
  Securities Act, with respect to any statement in such registration statement,
  any preliminary prospectus or final prospectus contained therein, or any
  amendment or supplement thereto, if such statement was made in reliance upon
  and in conformity with written information furnished to the Company through
  an instrument duly executed by such seller specifically stating that it is
  for use in the preparation of such registration statement, preliminary
  prospectus, final prospectus, summary prospectus, amendment or supplement. 
  Such indemnity shall remain in full force and effect regardless of any
  investigation made by or on behalf of the Company or any such director,
  officer or controlling Person and shall survive the transfer of such
  securities by such seller.
        
       (iii)  Promptly after receipt by an indemnified party of notice of the
  commencement of any action or proceeding involving a claim referred to in the
  preceding paragraphs of this Section 7(f), such indemnified party will, if a
  claim in respect thereof is to be made against an indemnifying party, give
  prompt written notice to the latter of the commencement of such action,
  PROVIDED that the failure of any indemnified party to give notice as provided
  herein shall not relieve the indemnifying party of its obligations under the
  preceding paragraphs of this Section 7(f), except to the extent that the
  indemnifying party is actually prejudiced by such failure to give notice.  In
  case any such action is brought against an indemnified party, the
  indemnifying party may (and, upon request by the indemnified party, will), at
  its expense, participate in and assume the defense thereof, with counsel
  reasonably satisfactory to such indemnified party, and, in the event of any
  failure by the indemnifying party diligently to assume and conduct such
  defense, the indemnifying party will pay all costs and expenses (including
  legal fees and expenses) incurred by such indemnified party in connection
  with such claim or litigation.  No indemnifying party, in the defense of any
  such claim or litigation, shall, except with the consent of each indemnified
  party, consent to entry of any judgment or enter into any settlement which
  does not include as an unconditional term thereof the giving by the claimant
  or plaintiff to such indemnified party of a release from all liability in
  respect of such claim or litigation.

       (iv)  Indemnification similar to that specified in the preceding 
  paragraphs of this Section 7(f) (with appropriate modifications) shall be
  given by the Company and each seller of Restricted Common Stock with respect
  to any required registration or other qualification of such Restricted Common
  Stock under any Federal or state law or regulation of governmental authority
  other than the Securities Act.
        
  (g)  AVAILABILITY OF INFORMATION.  If and so long as the Company is a Public
Company, the Company will comply with the reporting requirements of Sections 13
and 15(d) of the Exchange Act and will comply with all other public information
reporting requirements of the Commission (including the requirements of Rule
144 promulgated by the Commission under the Securities Act) from time to time
in effect and relating to the availability of an exemption from the Securities
Act for the sale of any restricted securities or the sale of 

securities by affiliates and will furnish on request a written statement as to
such compliance.  The Company will also cooperate with each holder to complete
and file any information reporting forms presently or hereafter required by the
Commission as a condition to the availability of an exemption from the
Securities Act for the sale of any restricted securities or the sale of
securities by affiliates.  The Company will deliver to each holder of
Restricted Common Stock, promptly upon their becoming available, copies of all
financial statements, reports, notices and proxy statements sent or made
available generally by the Company to its stockholders, and copies of all
regular and periodic reports and all registration statements and prospectuses
filed by the Company with any securities exchange or with the Commission.
        
8. LISTING ON SECURITIES EXCHANGES.  The Company will, at its expense, use its
best efforts to list on each national securities exchange (including NASDAQ) on
which any Common Stock shall at any time be listed, and will use its best
efforts to maintain such listing of, all shares of Restricted Common Stock
registered pursuant to the terms of this Agreement.

9. DAMAGES.  The Company recognizes and agrees that the holder of Restricted
Common Stock will not have an adequate remedy at law if the Company fails to
comply with Sections 7(c), 7(d), 7(e), 7(g) and 8 and that a holder of
Restricted Common Stock will be entitled to an appropriate decree of specific
performance or other equitable remedies and that the Company waives the defense
in action or  proceeding that there exists an adequate remedy at law.

10.  DEFINITIONS.

     (a)  DEFINITIONS OF TERMS.  For the purpose of this Agreement, the 
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):
        
     "Certificate of Designation" has the meaning set forth in Section 1 hereof.

     The terms "closing date" and "date of closing" have the respective meanings
set forth in Section 2(c) of this Agreement.

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

     "Commission"  mean the Securities and Exchange Commission and any other
similar or successor agency of the Federal Government administering the
Securities Act or the Exchange Act.

     "Common Stock" means the common stock of the Company, par value $.10.

     "Company" has the meaning set forth in the first paragraph hereof.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and any similar or successor Federal statute, and the rules and regulations of
the Commission thereunder, all as the same shall be in effect at the time.

     "GAAP" means generally accepted accounting principles in the United States
of America in effect from time to time.

     "Person" means an individual, a corporation, a partnership, an 
association, a trust or any other entity or organization, including a 
government or political subdivision or an agency or instrumentality thereof.

     "Preferred Stock" has the meaning set forth in Section 1 hereof.

     "Public Company" means the Company, if and so long as any class of the
Company's securities is registered pursuant to Sections 12(b) or 12(g) of the
Exchange Act.

     "Registration Expenses" means all expenses related to the Company's
registration of Restricted Common Stock, including all expenses with respect to
the procedures set forth in Section 7(d) (other than underwriting discounts and
commissions and transfer taxes, if any, applicable to the Restricted Common
Stock and the fees and disbursements of counsel engaged by the holders to
register the Restricted Common Stock in any jurisdiction in which the Company
is not required to register such Common Stock pursuant to Section 7(d) hereof).

     "Restricted Common Stock" means Common Stock received upon conversion of
Preferred Stock.

     "Securities Act" means the Securities Act of 1933, as amended, and any
similar or successor Federal statute, and the rules and regulations of the
Commission thereunder, all as the same may be in effect at the time.

     "Subsidiaries" means any corporation or other entity, a majority of the 
then outstanding voting securities of which is owned, directly or indirectly, 
by the Company or one or more of its Subsidiaries.

     (b)  ACCOUNTING TERMS AND DETERMINATIONS.  Unless otherwise specified 
herein, all accounting terms used herein shall be interpreted, all accounting
determinations hereunder shall be made and all financial statements required to
be delivered hereunder shall be prepared in accordance with GAAP.

11.  MISCELLANEOUS.

     (a)  HOME OFFICE PAYMENT.  The Company agrees that, so long as you shall 
hold any shares of Preferred Stock or Common Stock, it will make payments of
dividends on such shares not later than 11:00 a.m., your local time, to a place
within the United States, on the date such payment is due, in immediately
available funds, at your option, by credit to your

account, as specified by you in writing, or by check mailed or delivered to
you at your address for payments specified by you in writing, or such other
account or address within the United States as you may from time to time
designate in writing.  You agree that, before disposing of any Preferred Stock
or any Common Stock, you will notify the Company of the name and address of the
transferee of such Preferred Stock or Common Stock.

  (b)  Amendment and Waiver.
       --------------------
       (i)   Any term, covenant, agreement or condition of this Agreement may be
  amended, or compliance therewith may be waived (either generally or in a
  particular instance and either retroactively or prospectively), by and only
  by, one or more substantially concurrent written instrument(s) signed by the
  holders of not less than 66 2/3% of the number of shares of Preferred Stock
  outstanding or represented by shares of Preferred Stock outstanding or
  represented by shares of Restricted Common Stock outstanding, PROVIDED,
  HOWEVER, that no such amendment or waiver shall, without the consent in
  writing of the holders of all such shares change the percentage of holders
  required to approve any such amendment or effectuate any such waiver, and
  PROVIDED FURTHER, that any amendment or waiver pursuant to this Section 11(b)
  shall apply equally to all holders of shares of Preferred Stock or Restricted
  Common Stock and shall be binding upon them and upon the Company.

       (ii)  The Company will give prompt notice to all holders of shares of
  Preferred Stock or Restricted Common Stock of the proposal of any amendment
  or waiver of any provision of this Agreement and of the effectiveness of any
  amendment or waiver entered into in accordance with the provisions of this
  Section 11(b).  Such notices shall state the terms of any such amendment or
  waiver and, in the case of effective amendments or waivers, shall be
  accompanied by at least two conformed copies (which may be composite
  conformed copies) of each written instrument which embodies such amendment or
  waiver.

  (c)  EXCHANGE OF STOCK CERTIFICATES.  Upon surrender of any certificate
representing shares of Preferred Stock or Restricted Common Stock for exchange
at the principal office of the Company, or at such other location as the
Company may designate to you in writing, the Company, at its expense (exclusive
of applicable transfer taxes), will issue in exchange therefor one or more new
certificates, in such denomination or denominations as may be requested, for
the same aggregate number of shares represented by the certificate so
surrendered, less that number of shares represented by such surrendered
certificate that have theretofore been redeemed, and registered as such holder
may request, each such new certificate to bear the legend set forth in Section
7(a), unless pursuant to the terms of this Agreement, such legend is no longer
required.  The Company will also pay the cost of all deliveries of certificates
representing such shares from your office to the office of the Company
(including the cost of insurance against loss or theft in any amount
satisfactory to you) upon any exchange provided for in this Section 11(c).

  (d)  LOST, ETC, STOCK CERTIFICATES.  Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of any
certificate representing any

of the shares of Preferred Stock or Restricted Common Stock held by you, and
(in case of loss, theft or destruction) of indemnity satisfactory to it, and
upon reimbursement to the Company of all reasonable expenses incidental
thereto, and upon surrender and cancellation of such certificate, if mutilated,
the Company will make and deliver to you in lieu of such certificate a new
certificate of like tenor and for an equal number of shares, less that number
of shares represented by such lost, stolen, destroyed or mutilated certificate
that have theretofore been redeemed.  Your agreement of indemnity in such a
form and of such a scope as are customary for such indemnities shall constitute
indemnity satisfactory to the Company for the purposes of this Section 11(d).

  (e)  SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  All representations and
warranties contained herein or made in writing by or on behalf of any party to
this Agreement in connection herewith shall survive the execution and delivery
of this Agreement and the issuance and delivery of the Preferred Stock
regardless of any investigation made by you or on your behalf.

  (f)  SUCCESSORS AND ASSIGNS.  Except as otherwise expressly provided herein,
all covenants and agreements in this Agreement contained by or on behalf of any
of the parties hereto shall bind and inure to the benefit of the respective
successors and assigns of the parties hereto, whether so expressed or not,
except that the Company may not assign or transfer any of its rights or
obligations under this Agreement.  When any reference is made to "you" in
Sections 2, 3, 4, 5, 6, 7 and 11 this Agreement, such reference shall be deemed
to include and inure to the benefit of, any Person who shall become the
registered holder of any shares of Preferred Stock or Restricted Common Stock
upon transfer thereof; provided that (1) such shares were acquired from you by
such Person directly or indirectly in a transaction or chain of transactions
not involving a public offering, and (2) notice in writing of such transfer is
received by the Company.

  (g)  NOTICES.  All communications provided for hereunder shall be sent by
registered mail and, if to you, addressed to you at the address set forth by
you for such communications under your name on the signature page of this
Agreement, or to such other address as you may have designated to the Company
in writing, if to any other holder of Preferred Stock or Restricted Common
Stock, at the registered address of such holder as set forth in the stock
record books of Company, and if to the Company, addressed to it at the address
set forth on the first page hereof or to such other address or addresses as the
Company may have designated in writing to you and each other holder of any of
the Preferred Stock or Restricted Common Stock at the time outstanding.  All
communications provided for shall be effective five days after such
communication is deposited in the mail with registered postage prepaid,
addressed as aforesaid.

  (h)  DESCRIPTIVE HEADINGS.  The descriptive headings contained in this
Agreement are inserted for convenience only and do not constitute a part of
this Agreement.

  (i)  GOVERNING LAW; NO ORAL MODIFICATION.  This Agreement is being delivered
and is intended to be performed in the State of Ohio, and shall be construed
and enforced in accordance with, and the rights of the parties shall be
governed by, the law of such State.

This Agreement may not be changed orally, but (subject to the provisions of
Section 11(b) hereof) only by an agreement in writing signed by the party
against whom enforcement of any waiver, change, modification or discharge is
sought.

  (j)  COUNTERPARTS.  This Agreement may be executed simultaneously in two
counterparts, each of which shall be deemed an original, but all such
counterparts shall together constitute one and the same instrument.

  If you are in agreement with the foregoing, please sign the form of
acceptance where provided below and return the same to the undersigned,
whereupon this letter shall become a binding agreement between you and the
undersigned.

                                    Very truly yours,

                                    SPECIALTY CHEMICAL RESOURCES, INC.

                                    By: /s/ Corey B. Roth
                                       -------------------------------------

                                    Its: Vice President, Treasurer and
                                        ------------------------------------
                                         Assistant Secretary
The foregoing Agreement is hereby
accepted as of the date first above
written.

Edwin M. Roth
- -----------------------------------
Edwin M. Roth

___________________________________
___________________________________
______________________, Ohio ________

SPECIALTY CHEMICAL RESOURCES, INC.
Stock Purchase Agreement

September 28, 1995 - 7:57 pm - KTM
CLE1 - 181863.1A - 15179\87

 

Basic Info X:

Name: STOCK PURCHASE AGREEMENT
Type: Stock Purchase Agreement
Date: Nov. 14, 1995
Company: SPECIALTY CHEMICAL RESOURCES INC
State: Delaware

Other info:

Date:

  • October 6 , 1995
  • September 28 , 1995
  • 15179\87 16

Organization:

  • Specialty Chemical Resources , Inc. 9100 Valley View Road Macedonia
  • Certificate of Powers
  • 9055 Freeway Drive
  • Securities and Exchange Commission
  • Restricted Common Stock
  • State of Ohio

Location:

  • Delaware
  • Macedonia
  • United States of America
  • Ohio

Money:

  • $ 350,000
  • $ .01
  • $ 100
  • $ .10

Person:

  • Corey B. Roth
  • Edwin M. Roth

Time:

  • 11:00 a.m.

Percent:

  • 12 %
  • 23 %