SECOND AMENDMENT
                     TO AMENDED AND RESTATED LOAN AGREEMENT

                  This SECOND  AMENDMENT TO AMENDED AND RESTATED LOAN  AGREEMENT
(this   "Amendment")   is  made  as  of  March  19,  1999  by  and  between  CFC
INTERNATIONAL,  INC.,  a Delaware  corporation  ("Borrower")  and  LASALLE  BANK
NATIONAL ASSOCIATION, a national banking association ("Bank").

                                   BACKGROUND
                  A.  Borrower  and Bank are parties to an Amended and  Restated
Loan Agreement dated as of April 1, 1998, as amended as of November 13, 1998 (as
the same may be hereafter  amended,  modified or supplemented from time to time,
the "Loan  Agreement"),  pursuant  to which  Bank has made  revolving  loans and
advances in an aggregate  principal amount  outstanding not to exceed $4,500,000
to Borrower (the "Revolving Loan");

                  B. Borrower has requested that Bank (i) extend the maturity of
the Revolving  Loan and (ii) modify  certain  financial  covenants,  and Bank is
willing  to make such  modifications  provided  that  Borrower  enter  into this
Amendment and upon the terms and conditions set forth herein.

                  C. Terms used  herein but not  defined  herein  shall have the
meanings assigned to them in the Loan Agreement.

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual promises herein contained,  and intending to be legally bound hereby, the
parties hereto agree as follows:

                  SECTION 1         AMENDMENTS TO LOAN AGREEMENT

                  1.1  Section  1 of the Loan  Agreement  is hereby  amended  by
deleting the date "April 1, 2000" in the definition of "Revolving  Loan Maturity
Date" and by inserting in its place the date "April 1, 2001".

                  1.2  Section  10.1 is hereby  amended by  deleting  the amount
"$12,000,000"  in the second  line  thereof  and by  inserting  in its place the
amount "$15,000,000".

                  1.3 Section 10.2 is hereby amended by deleting the phrase "2.0
to 1" in the third line thereof and by inserting in its place the phrase "2.5 to
1".


                  SECTION 2         REPRESENTATIONS AND WARRANTIES

                  To  induce  Bank to amend  the Loan  Agreement  and  grant its
consent and the requested waiver, Borrower represents and warrants to Bank that:

                  2.1  Compliance  with  Loan  Agreement.  On the  date  hereof,
Borrower is in compliance  with the terms and  provisions  set forth in the Loan
Agreement (as modified by this  Amendment) and no Event of Default  specified in
Section 11 of the Loan  Agreement,  nor any event  which  would,  upon notice or
lapse of time, or both, constitute such an Event of Default, has occurred.

                  2.2  Representations  and Warranties.  On the date hereof, the
representations  and  warranties and covenants set forth in Sections 7, 8, 9 and
10 of the Loan  Agreement (as modified by this  Amendment)  are true and correct
with the same effect as though such representations and warranties and covenants
had been made on the date hereof, except to the extent that such representations
and warranties and covenants expressly relate to an earlier date.

                  2.3 Corporate  Authority of Borrower.  Borrower has full power
and  authority  to enter  into  this  Amendment  and to incur  and  perform  the
obligations  provided for under this  Amendment and the Loan  Agreement,  all of
which have been duly authorized by all proper and necessary corporate action. No
consent or approval of  stockholders  or of any public  authority or  regulatory
body is required  as a  condition  to the  validity  or  enforceability  of this
Amendment.

                  2.4 Amendment as Binding Agreement. This Amendment constitutes
the valid and legally binding obligation of Borrower,  fully enforceable against
Borrower, in accordance with its terms.

                  2.5 No Conflicting  Agreements.  The execution and performance
by the Borrower of this Amendment will not (i) violate any provision of law, any
order  of  any  court  or  other  agency  of  government,  or  the  Articles  of
Incorporation  or By-Laws of  Borrower,  (ii) violate any  indenture,  contract,
agreement  or other  instrument  to which  Borrower is a party,  or by which its
property is bound,  or be in conflict with,  result in a breach of or constitute
(with due notice  and/or  lapse of time) a default  under,  any such  indenture,
contract,  agreement or other instrument or result in the creation or imposition
of any lien,  charge or  encumbrance  of any nature  whatsoever  upon any of the
property or assets of Borrower.

                  SECTION 3  CONDITIONS PRECEDENT

                  The  agreement by Bank to amend the Loan  Agreement is subject
to the following conditions precedent:

                  3.1  Borrower  shall  have  delivered  to  Bank a  replacement
Revolving  Loan Note in the original  principal  amount of  $4,500,000,  made by
Borrower  and  payable  to the order of Bank,  in the form of Exhibit A attached
hereto.

                  3.2 Borrower shall have provided to Bank  certified  copies of
the  unanimous  written  consent  of its  Board  of  Directors  authorizing  the
execution,  delivery and  performance  by the Borrower of this Amendment and the
agreements, instruments and documents executed in connection herewith.

                  SECTION 4  GENERAL PROVISIONS

                  4.1  Except  as  amended  by this  Amendment,  the  terms  and
provisions of the Loan  Agreement  shall remain in full force and effect and are
hereby  affirmed,  confirmed  and ratified in all respects.  Borrower  ratifies,
confirms and affirms without condition, all liens and security interests granted
to the Bank  pursuant to the Loan  Agreement  and the Loan  Documents,  and such
liens and  security  interests  shall  continue  to secure the  obligations  and
liabilities of Borrower to Bank, including but not limited to, all loans made by
the Bank to the Borrower under the Loan Agreement as amended by this Amendment.

                  4.2 This Amendment  shall be construed in accordance  with and
governed by the laws of the State of Illinois,  and the  obligations of Borrower
under this Amendment are and shall arise absolutely and unconditionally upon the
execution and delivery of this Amendment.

                  4.3  This   Amendment   may  be  executed  in  any  number  of
counterparts.

                  4.4 Borrower hereby agrees to pay all  out-of-pocket  expenses
incurred  by  Bank  in  connection   with  the   preparation,   negotiation  and
consummation  of  this  Amendment,  and all  other  documents  related  thereto,
including without limitation, the reasonable fees and expense of Bank's counsel,
and any filing fees  required  in  connection  with the filing of any  documents
necessary to consummate the provisions of this Amendment.

                  4.5 On or after the effective  date hereof,  each reference in
the Loan Agreement or any of the Loan Documents to this  "Agreement" or words of
like import, shall unless the context otherwise requires,  be deemed to refer to
the Loan Agreement as amended hereby.


                  (Remainder of page intentionally left blank)





                  IN  WITNESS  WHEREOF,  Borrower  and  Bank  have  caused  this
Amendment to be duly executed by their duly authorized  officers,  all as of the
date and year first above written.


                          CFC INTERNATIONAL, INC.

                          By: _________________________
                          Title:_______________________


                          LASALLE BANK NATIONAL
                          ASSOCIATION

                          By: _________________________
                          Title: ______________________





                          Exhibit A to Second Amendment

                                 REVOLVING NOTE

$4,500,000                                                       March 19, 1999


                  CFC   International,   Inc.,  a  Delaware   corporation   (the
"Borrower"),  for value received, hereby promises to pay to the order of LaSalle
Bank National Association, a national banking association (the "Bank"), on April
1, 2001,  the  principal  sum of Four  Million  Five  Hundred  Thousand  Dollars
($4,500,000), or such lesser amount of all of the then outstanding advances made
by the Bank to the Borrower  pursuant to Section 2 of the "Loan  Agreement"  (as
hereinafter  defined),  together with interest on any and all principal  amounts
remaining  unpaid hereunder from time to time from the date hereof until paid at
the rates and payable as provided in the Loan Agreement.

                  Any amount of interest or  principal  hereof which is not paid
when due, whether on a Monthly Payment Date, at stated maturity, by acceleration
or otherwise,  shall bear interest  payable on demand at the "Default  Rate" (as
such term is defined in the Loan Agreement).

                  All payments of  principal  and interest on this Note shall be
payable in lawful money of the United  States of America.  In no event shall the
interest  payable  exceed the  highest  rate  permitted  by law.  Principal  and
interest  shall be paid to the Bank at its office at 4747 West Irving Park Road,
Chicago,  IL  60641  or at such  other  place  as the  holder  of this  Note may
designate in writing to the  Borrower.  The Bank may charge any deposit or other
account maintained by the Borrower with the Bank or any of the Bank's affiliates
amounts equal to all payments of principal,  accrued interest and fees from time
to time as they come due and payable  hereunder or under any agreement  pursuant
to which  this Note was  issued.  All  payments  hereunder  shall be  applied as
provided in the Loan Agreement.  In determining the Borrower's  liability to the
Bank  hereunder,  the books and records of the Bank shall be controlling  absent
manifest error.

                  This Note evidences  certain  indebtedness  incurred under the
Amended  and  Restated  Loan  Agreement,  dated as April 1, 1998,  as amended as
November 13, 1998 and as of the date  hereof,  between the Borrower and the Bank
(the "Loan Agreement"), to which reference is hereby made for a statement of the
terms  and  conditions  under  which  the due date of this  Note or any  payment
thereon may be accelerated or is automatically accelerated,  or under which this
Note may be prepaid or is  required to be prepaid.  All  capitalized  terms used
herein shall,  unless otherwise  defined herein,  have the meanings set forth in
the Loan  Agreement.  The holder of this Note is entitled to all of the benefits
provided in said Loan Agreement and the Loan Documents referred to therein.  The
Borrower  agrees to pay all  reasonable  costs of collection  and all reasonable
attorneys' fees paid or incurred in enforcing any of the Bank's rights hereunder
promptly  on  demand  of the  Bank  and as more  fully  set  forth  in the  Loan
Agreement.


                  Upon the  occurrence  of an Event of  Default  under  the Loan
Agreement,  the outstanding  indebtedness  evidenced by this Note, together with
all accrued  interest,  shall be due and payable in accordance with the terms of
the Loan Agreement,  without notice to or demand upon the Borrower, and the Bank
may  exercise  all of its  rights  and  remedies  reserved  to it under the Loan
Agreement or applicable law.

                  The  Borrower,  endorsers  and all other  parties to this Note
waive presentment,  demand, notice, protest and all other demands and notices in
connection with the delivery, acceptance, performance, default or enforcement of
this Note and the Loan  Agreement.  In any action on this Note,  the Bank or its
assignee need not file the original of this Note, but need only file a photocopy
of this Note  certified  by the Bank or such  assignee  to be a true and correct
copy of this Note.

                  No delay on the part of the Bank in exercising any right under
this Note, any security agreement,  guaranty or other undertaking affecting this
Note,  shall  operate  as a waiver of such right or any other  right  under this
Note,  nor shall any  omission in  exercising  any right on the part of the Bank
under this Note operate as a waiver of any other rights.

                  If any  provision of this Note or the  application  thereof to
any party or  circumstance  is held invalid or  unenforceable,  the remainder of
this  Note  and  the   application   of  such  provision  to  other  parties  or
circumstances will not be affected thereby and the provisions of this Note shall
be severable  in any such  instance.  All  references  to the singular  shall be
deemed to include the plural, and vice versa, where the context so requires.

                  THE BORROWER  HEREBY  WAIVES ANY RIGHT THE BORROWER MAY NOW OR
HEREAFTER HAVE TO SUBMIT ANY CLAIM,  ISSUE OR DEFENSE ARISING HEREUNDER OR UNDER
THE OTHER DOCUMENTS RELATING TO THIS NOTE TO A TRIAL BY JURY.

                  This  Note  constitutes  a renewal  and  restatement  of,  and
replacement and substitution  for, the Revolving Note dated April 1, 1998 of the
Borrower  made  payable  to the  order of Bank in the  principal  amount of Four
Million Five Hundred Thousand Dollars ($4,500,000.00) (the "Original Note"). The
indebtedness  evidenced by the Original  Note is  continuing  indebtedness,  and
nothing  herein shall be deemed to constitute a payment,  settlement or novation
of the  Original  Note,  or to release or otherwise  adversely  affect any lien,
mortgage or security  interest  securing such  indebtedness or any rights of the
Bank  against any  guarantor,  surety or other party  primarily  or  secondarily
liable for such indebtedness.


         This Note shall be deemed to have been made under and shall be governed
in  accordance  with the internal  laws and not the conflict of law rules of the
State of Illinois.


                                  CFC INTERNATIONAL, INC.


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                                  By:
                                  Title: