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                                                                    Exhibit 10.5

                                 PROMISSORY NOTE

$20,896                                                            July 31, 1997

            For value received, William Schram ("Executive") promises to pay to
the order of Sovereign Specialty Chemicals, L.P., a Delaware limited partnership
(the "Partnership"), at its offices in 225 W. Washington, Suite 2200, Chicago,
IL 60606, or such other place as designated in writing by the holder hereof, the
aggregate principal sum of twenty thousand eight hundred ninety-six dollars
($20,896). This Note was issued in connection with and is subject to the terms
of the Executive Securities Agreement, dated as of the date hereof, between
Sovereign Speciality Chemicals, L.P., a Delaware limited partnership (the
"Partnership"), Sovereign Chemicals Corporation, a Delaware corporation (the
"General Partner") and Executive (the "Executive Agreement"). Unless otherwise
provided herein, capitalized terms shall have the same meanings as set forth in
the Executive Agreement.

            Interest shall accrue on the outstanding principal amount of this
Note at a rate equal to the lesser of (i) the prime rate as announce from time
to time by The First National Bank of Chicago or (ii) the highest rate permitted
by applicable law, and shall be payable at such time as the principal of this
Note becomes due and payable. Interest shall compound annually on each
anniversary of the date of issuance of this Note.

            The then outstanding principal amount of this Note and all accrued
interest thereon is due and payable on August 31, 1997. Executive may, at any
time and from time to time without prepayment penalty, prepay all or any portion
of the outstanding principal amount of this Note.

            As security for Executive's payment in full of this Note and all
interest thereon and other amounts payable in accordance with this Note,
Executive hereby assigns, transfers and delivers to the Partnership and grants
the Partnership a continuing security interest in Executive's right, title and
interest in and to the Securities and all cash, securities, distributions,
payments, rights and other property at any time and from time to time received,
receivable or otherwise distributed in respect of or in exchange for any of the
Securities (collectively, the "Collateral"), to have and to hold, together with
all rights, titles, interests, privileges and preferences appertaining or
incidental thereto, unto the Partnership, its successors and assigns, forever,
subject to the terms and conditions of this Note. Notwithstanding the foregoing,
the Partnership shall not have a security interest in, and the term "Collateral"
shall not include, any distributions paid or distributed pursuant to Section
4.1(b) of the Partnership Agreement.

            Notwithstanding anything to the contrary contained herein, during
the term of this Note until such time as there exists a default in the payment
of principal or interest on this Note or any other default under this Note,
Executive shall be entitled to all voting rights with respect to the Securities
and shall be entitled to receive all distributions paid in respect of the
Securities, subject to the right of the Partnership to apply such distributions
to the prepayment of principal and accrued
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interest under this Note. Upon the occurrence of and during the continuance of
any such default, Executive shall no longer be able to vote the Securities and
Executive hereby authorizes and directs the Partnership and the General Partner
to apply all such distributions payable on the Securities as additional security
hereunder to the extent not otherwise paid to the Partnership for application to
the prepayment of principal and accrued interest under this Note.

            In the event Executive fails to pay any amounts when due, Executive,
subject to the following paragraph shall pay to the holder hereof, in addition
to such amounts due, all costs of collection, including reasonable attorneys
fees. To the extent permitted by law and subject to the following paragraph, in
case Executive shall fail to make any payments required hereunder, holder shall
have the right, in addition to all other rights and remedies available to it, to
receive for application to the unpaid balance payment of this Note, and
Executive hereby authorizes and directs the Partnership and the General Partner
to apply to the unpaid balance of this Note, any and all obligations of the
General Partner and the Partnership to Executive under the Executive Agreement
or under the Employment Agreement; such rights shall exist whether or not the
holder hereof shall have made any demand under this Note and whether or not this
Note has matured.

            Executive, or his successors and assigns, hereby waives diligence,
presentment, protest and demand and notice of protest, demand, dishonor and
nonpayment of this Note, and expressly agrees that this Note, or any payment
hereunder, may be extended from time to time and that the holder hereof may
accept security for this Note or release security for this Note, all without in
any way affecting the liability of Executive hereunder.

            This note shall be governed by the internal laws, not the laws of
conflicts, of the State of Illinois.

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            IN WITNESS WHEREOF, Executive has executed this Note as of the date
first above written.


                                    /s/ William Schram
                                    ---------------------------
                                    William Schram