BOND PURCHASE AGREEMENT

                                 August 25, 2004

                                   $2,000,000
                           ILLINOIS FINANCE AUTHORITY
                   VARIABLE RATE DEMAND INDUSTRIAL DEVELOPMENT
                           REVENUE BONDS, SERIES 2004
                        (CFC INTERNATIONAL, INC. PROJECT)



Illinois Finance Authority
233 South Wacker Drive
Chicago, Illinois  60606

CFC International, Inc.
500 State Street
Chicago Heights, Illinois  60411

Ladies and Gentlemen:

     The undersigned  LaSalle Capital Markets,  a Division of ABN AMRO Financial
Services, Inc. (the "Purchaser"), hereby offers to enter into this Bond Purchase
Agreement (the "Purchase Agreement") with you, for the purchase by the Purchaser
and the execution and delivery by the Illinois Finance  Authority (the "Issuer")
of the Bonds  specified  below.  This offer is made subject to acceptance by the
Issuer and CFC  International,  Inc. (the "Company") prior to 4:00 P.M., Central
Daylight  Savings  Time,  on the date  hereof,  and upon  such  acceptance  this
Purchase  Agreement  shall be in full  force and effect in  accordance  with its
terms and shall be binding upon the Issuer,  the Purchaser and the Company.  All
terms not  defined  herein  shall have the  meanings  set forth in the  Official
Statement  (defined  below),  or if not set forth  therein,  as set forth in the
Indenture (defined below).

     1. Upon the terms and  conditions  herein,  the Purchaser  hereby agrees to
purchase from the Issuer, and the Issuer hereby agrees to sell to the Purchaser,
all (but not less than all) of the $2,000,000  aggregate principal amount of the
Issuer's Variable Rate Demand Industrial  Development Revenue Bonds, Series 2004
(CFC International,  Inc. Project) (the "Bonds"), as more fully described in the
Official  Statement,  at the  purchase  price  of  $2,000,000  for its  services
rendered hereunder, the Company agrees to pay a fee of $20,000 to the Purchaser.
In addition,  the Company is responsible  for paying all other costs  associated
with the issuance and placement of the Bonds, including the fees and expenses of
counsel to the Purchaser and of counsel to the Bank (as defined below).

     The  Purchaser  represents,  warrants  and  covenants to the Issuer and the
Company that the Bonds will be offered in accordance with  applicable  state and
federal laws. The Purchaser further  represents,  warrants and covenants that it
has been duly authorized to execute this Purchase Agreement,  that when executed
by the Purchaser and accepted by the Issuer,  this Purchase  Agreement will be a
valid and binding obligation of the Purchaser.

<PAGE>

     The Purchaser also agrees that it shall do the following:

          (a) offer the Bonds only pursuant to the Official  Statement and shall
     not make any  statements  in  connection  with the offering and sale of the
     Bonds that go beyond or are inconsistent with the information  contained in
     the Official Statement;

          (b)  comply  with  all  applicable   registration  and   qualification
     requirements  applicable to the Purchaser or the Bonds under any securities
     or  Blue  Sky  Law  of any  jurisdiction  in  which  such  registration  or
     qualification is required;

          (c) not make any untrue or misleading statement in connection with the
     offering  and sale of the  Bonds  and  shall  ensure  that all  information
     contained in the Official  Statement  under the caption  "Underwriting"  is
     true and correct in all material  respects and does not omit any  statement
     necessary  in  order  to make  the  statements  therein,  in  light  of the
     circumstances in which they were made, not misleading; and

          (d) perform its responsibilities as the underwriter of the Bonds under
     applicable   federal  and  state   securities  laws,   including,   without
     limitation,   its  obligations  to  review  the  Official  Statement  in  a
     professional  manner and to make such investigation as appropriate in order
     to have a reasonable basis for concluding that the Official  Statement does
     not contain any untrue  statement  of a material  fact and does not omit to
     state any material fact necessary in order to make the statements  therein,
     in light of the circumstances under which they were made, not misleading.

     The  Purchaser   shall  advise  the  Issuer  if  at  any  time  during  the
Underwriting  Period (as  defined  herein) for the Bonds there is any reason for
the  Purchaser to believe that the Official  Statement  then contains any untrue
statement  of a material  fact or any omission of a material  fact  necessary in
order to make the statements  therein,  in light of the  circumstances  in which
they were made, not misleading,  and in such case the Issuer,  the Purchaser and
the Company shall take such steps as may be  appropriate  to amend or supplement
the Official Statement.

     2. The Bonds  shall be as  described  in,  and shall be  secured  under and
pursuant to, the Indenture of Trust, dated as of July 1, 2004 (the "Indenture"),
from  the  Issuer  to  LaSalle  Bank  National  Association,   as  trustee  (the
"Trustee"),  substantially  in the form  previously  submitted to the Purchaser,
with only such changes  therein as shall be mutually agreed upon by the Trustee,
the  Company,  the Issuer and the  Purchaser.  The Bonds are secured by payments
provided for in the Loan Agreement,  dated as of July 1, 2004 by and between the
Issuer and the Company,  dated as of July 1, 2004 (the "Loan Agreement") and the
related promissory note (the "Note").  The Bonds are further secured by a letter
of credit  (the  "Letter of  Credit"),  dated the date of issuance of the Bonds,
issued by LaSalle  Bank  National  Association  (in such  capacity,  the "Bank")
provided  pursuant  to the Letter of Credit  and  Reimbursement  Agreement  (the
"Reimbursement  Agreement"),  dated as of July 1, 2004,  between the Company and
the Bank.

<PAGE>

     3. The Issuer and the Company shall deliver or cause to be delivered to the
Purchaser  promptly  after their  acceptance  hereof,  10 copies of the Official
Statement, dated August 25, 2004, relating to the Bonds. The Official Statement,
including  the  cover  page,   the  appendices   thereto  and  all   information
incorporated therein, with only such amendments,  supplements or changes therein
as shall have been accepted by us, is  hereinafter  referred to as the "Official
Statement".  The  Company  has  authorized  the use of  copies  of the  Official
Statement,  the Indenture and the Loan Agreement and the  Remarketing  Agreement
dated as of July 1, 2004  between the Company and  LaSalle  Capital  Markets,  a
Division of ABN AMRO Financial Services, Inc., as remarketing agent, dated as of
July 1, 2004 (the  "Remarketing  Agreement"),  all as  described in the Official
Statement,  in connection with the placement of the Bonds.  The Purchaser agrees
that it will not confirm the placement of any Bonds unless the  confirmation  of
such  placement  is  accompanied  or preceded  by the  delivery of a copy of the
Official Statement.

     4. The Issuer,  subject to the limitations provided herein,  represents and
warrants to and agrees with the Purchaser as follows with respect to the Bonds:

          (a)  The  Issuer  is  a  body   politic  and   corporate   and  public
     instrumentality of the State, created and existing under the Act.

          (b) The Issuer is authorized  under the laws of the State to (i) issue
     the Bonds for the  purposes for which they are to be issued as set forth in
     the Official Statement;  (ii) lend the proceeds of the Bonds to the Company
     for the purposes set forth in the Official Statement;  (iii) enter into the
     Indenture,  the Loan Agreement,  this Purchase  Agreement,  the Remarketing
     Agreement and the Tax Exemption Certificate and Agreement dated the date of
     issuance of the Bonds (the "Tax Agreement")  among the Issuer,  the Company
     and the Trustee;  and (iv) pledge and assign to the Trustee the payments to
     be made by the  Company  under  the  Loan  Agreement  and the  Note and the
     Issuer's  rights under the Loan  Agreement  that are pledged or assigned as
     security for the payment of the principal of, premium, if any, and interest
     on the Bonds.

          (c) The  Issuer  has  full  power  and  authority  to  consummate  the
     transactions contemplated on its part by the Bonds, the Official Statement,
     the  Indenture,  the Loan  Agreement,  this Purchase  Agreement and the Tax
     Agreement.

          (d)  The  information  relating  to the  Issuer  contained  under  the
     captions  "INTRODUCTORY  STATEMENT",  "THE  ISSUER" and  "LITIGATION  - The
     Issuer," in the Official  Statement  does not, as of the date  hereof,  and
     will not,  as of the  Closing  Date (as  hereinafter  defined),  contain an
     untrue  statement  of a  material  fact or omit to  state a  material  fact
     necessary  to  make  the  statements  made  therein,  in the  light  of the
     circumstances under which they were made, not misleading.

<PAGE>

          (e) The Issuer has duly  authorized  and  approved the  execution  and
     delivery of this Purchase Agreement.

          (f) Prior to the Closing (as  hereinafter  defined),  the Issuer shall
     have duly  authorized  all  necessary  action to be taken by it for (i) the
     issuance and sale of the Bonds and the lending of the proceeds of the Bonds
     to the Company on the terms and for the  purposes  set forth  herein and in
     the Official  Statement and (ii) the approval,  execution,  delivery and/or
     receipt,  as the case may be,  by the  Issuer  of the  Indenture,  the Loan
     Agreement,  this Purchase  Agreement,  the Tax  Agreement,  the Bonds,  the
     Official  Statement and any and all such other  agreements and documents as
     may be required to be approved,  executed, delivered and/or received by the
     Issuer  in  order  to  carry  out,  give  effect  to,  and  consummate  the
     transactions contemplated hereby and by the Official Statement.

          (g) The Issuer  shall,  on or before the  Closing  Date,  execute  and
     deliver the Indenture, the Loan Agreement, this Purchase Agreement, the Tax
     Agreement and the Bonds and shall approve and authorize the distribution of
     the Official Statement.

          (h) The Bonds, when issued,  delivered and paid for as provided herein
     and in the  Indenture  will have been duly  authorized  and issued and will
     constitute valid and binding limited  obligations of the Issuer enforceable
     in accordance with their terms and entitled to the benefits and security of
     the  Indenture  and the Loan  Agreement,  subject in each  instance  to any
     applicable  bankruptcy,  reorganization,  insolvency,  moratorium  or other
     similar  laws and laws  affecting  the  enforcement  of  creditors'  rights
     generally  or  relating to a public body such as the Issuer as from time to
     time in effect,  and  further  subject  to the  availability  of  equitable
     remedies.  The Bonds do not pledge the credit of the  Issuer,  the State or
     any  political  subdivision  or agency  thereof nor shall there be a charge
     against  the general  revenues of such  entities or of the Issuer or a lien
     against  any of their  property  except  as  specifically  provided  in the
     Indenture.  The Bonds shall be special,  limited  obligations of the Issuer
     and no taxes are required to be levied for the payment of the principal of,
     premium,  if any, and interest on the Bonds; such principal of, premium, if
     any,  and  interest  on the  Bonds  being  payable  (except  to the  extent
     otherwise provided in the Indenture) solely out of moneys to be received by
     the  Issuer  as  payments  under the Loan  Agreement  and the Note that are
     pledged under the  Indenture  and any other  amounts  derived from the Loan
     Agreement and the Note, from specified  amounts on deposit with the Trustee
     under the Indenture and from amounts  available from draws on the Letter of
     Credit  and  the  income  from  the  temporary  investment  of  any  of the
     foregoing.

          (i) This Purchase Agreement is and, when executed and delivered,  each
     of  the  Indenture,  the  Loan  Agreement,  this  Purchase  Agreement,  the
     Remarketing  Agreement and the Tax Agreement will be,  assuming the due and
     valid authorization,  execution and delivery of such documents by the other
     parties thereto,  the legal,  valid and binding  obligations of the Issuer,
     enforceable  against the Issuer in accordance with their respective  terms,
     subject  to  any   applicable   bankruptcy,   reorganization,   insolvency,
     moratorium or other laws  affecting the  enforcement  of creditors'  rights
     generally and subject to the availability of equitable remedies, and to the
     qualification  that enforcement of the  indemnification  provisions of this
     Purchase Agreement may be limited by federal or state securities laws.

<PAGE>

          (j) Except as may be set forth in the Official Statement,  there is no
     action,  suit,  proceeding,  inquiry or  investigation  at law or in equity
     before or by any court,  public board or body pending in which  summons has
     been served or, to the best knowledge of the Issuer,  threatened against or
     affecting the Issuer  wherein an  unfavorable  decision,  ruling or finding
     would  adversely  affect (i) the  corporate  existence of the Issuer or the
     right of the  members  of the  Issuer to their  offices or the right of the
     officers of the Issuer to their respective offices, (ii) the validity of or
     the Issuer's power to engage in the transactions  contemplated hereby or by
     the Official Statement,  (iii) the validity of the proceedings taken by the
     Issuer for the  approval,  adoption,  authorization,  execution,  delivery,
     receipt and  performance,  as the case may be, of the Bonds,  the  Official
     Statement, the Indenture, the Loan Agreement,  this Purchase Agreement, the
     Tax Agreement or any  agreement or any  instrument to which the Issuer is a
     party and which is used or contemplated  for use in the consummation of the
     transactions  contemplated  hereby or by the Official  Statement,  (iv) the
     validity or enforceability of the Bonds, the Official  Statement,  the Loan
     Agreement,  this Purchase Agreement,  the Tax Agreement or any agreement or
     instrument to which the Issuer is a party and which is used or contemplated
     for use in the consummation of the transactions  contemplated  herein or in
     the Official Statement or (v) the federal tax-exempt status of the interest
     on the Bonds or the amounts to be  received  by the Issuer  pursuant to the
     Loan Agreement.

          (k) The  execution  and  delivery  by the  Issuer  of the  Bonds,  the
     Indenture,  the Loan Agreement,  this Purchase Agreement, the Tax Agreement
     and the other documents  contemplated  hereby or by the Official Statement,
     and compliance with their respective provisions,  the approval and delivery
     by the Issuer of the Official  Statement,  and the  assignment  of the Loan
     Agreement,  including  the  specified  rights of the Issuer  under the Loan
     Agreement, to the Trustee, do not and will not conflict with, or constitute
     on the part of the Issuer a breach of or a default under, any existing law,
     court or administrative  regulation,  decree, order, agreement,  indenture,
     mortgage  or lease to which the Issuer is a party or by which the Issuer or
     any of its property is or may be bound.

          (l) A public  hearing was held with  respect to the Bonds on August 6,
     2004 and the approval of the Bonds of the "applicable  representative"  has
     or will be  obtained  prior to the  Closing,  all as  described  in Section
     147(f) of the Code.

          (m) The resolution of the Issuer  adopted  August 10, 2004,  approving
     and  authorizing  the  execution  and delivery of the  Indenture,  the Loan
     Agreement, this Purchase Agreement, the Tax Agreement and the Bonds and the
     use and  distribution  of the  Official  Statement,  was duly  adopted at a
     meeting of the members of the Issuer  that was called and held  pursuant to
     law and with all public  notice  required  by law and at which a quorum was
     present and acting throughout.

<PAGE>

          (n) The Issuer will furnish such information, execute such instruments
     and  take  such  other  action  in  cooperation   with  the  Purchaser  and
     Purchaser's  counsel as they may reasonably  request (i) in any endeavor to
     qualify the Bonds for offering and sale under the  securities or "blue sky"
     laws or other  securities laws or regulations of such  jurisdictions of the
     United States as the Purchaser may request,  (ii) for the  application  for
     exemption from such qualification,  (iii) for the Purchaser's determination
     of their eligibility for investment under the laws of such jurisdictions as
     the Purchaser's  designates and (iv) to provide for the continuance of such
     qualifications  or  exemptions  in effect for so long as  required  for the
     distribution of the Bonds; provided,  however, that the Issuer shall not be
     required by the  foregoing  to consent to  jurisdiction  in any state other
     than the State and shall not be deemed to have made any representation with
     regard to  securities  or "blue sky" laws or other  securities  laws of the
     United  States.  The Issuer  shall not be  obligated to pay any expenses or
     costs   (including   legal   fees)   incurred  in   connection   with  such
     qualification.

          (o) Any certificate  signed by an authorized officer of the Issuer and
     delivered to the Purchaser shall be deemed a representation and warranty by
     the Issuer to the Purchaser as to the statements made therein.

          (p) Other than as disclosed in the Official  Statement and as required
     under  Section  147(f) of the Code with  respect to the  Bonds,  no further
     authorization,  approval,  consent  or  other  order  of  any  governmental
     authority  or agency,  or of any other  entity or person(s) is required for
     the valid authorization,  execution and delivery by the Issuer of the Bonds
     and the other  documents  contemplated  thereby  or the  authorization  and
     delivery of the Official Statement.

          (q) Neither the existence or  territorial  jurisdiction  of the Issuer
     nor the title of the  officers  or  members  of the  governing  body of the
     Issuer to their respective offices or membership are being contested and no
     authority or  proceeding  for the issuance of the Bonds has been  repealed,
     revoked or rescinded.

     Under no circumstances  will any obligation,  covenant,  representation  or
warranty of the Issuer  created by or arising out of this Purchase  Agreement or
out of the Bonds,  or the  resolution  authorizing  the  Bonds,  be or become an
indebtedness of the Issuer, the State or any political  subdivision of the State
or be a charge against the general credit or taxing power, if any, of the Issuer
or the  State  or any  political  subdivision  of the  State  or give  rise to a
pecuniary  liability  of the  Issuer,  or on the  part of any  member,  officer,
employee or agent of the Issuer,  the State or any political  subdivision of the
State,  but shall be payable  solely out of the revenues and other funds pledged
under the Indenture. The Issuer has no taxing power.

     5. The Company represents and warrants to and agree with the Issuer and the
Purchaser as follows with respect to the Bonds:

<PAGE>

          (a) The Company has full power and authority to own its properties and
     to conduct its business as now being conducted.

          (b) The information  relating to the Company or the Project  contained
     in the  Official  Statement  on the  cover  page  and  under  the  captions
     "INTRODUCTION,"  "THE COMPANY," "THE PROJECT,"  "ESTIMATED SOURCES AND USES
     OF FUNDS," and "LITIGATION" are, as of date hereof;  and will be, as of the
     Closing  Date,  true and correct in all material  respects for the purposes
     for which their use is or was authorized;  and such sections do not, and as
     of the Closing  Date will not,  include any untrue  statement of a material
     fact or omit to state any material  fact  necessary to make the  statements
     made in such sections in light of the circumstances under which they are or
     were made, not  misleading.  Neither this Purchase  Agreement nor any other
     document,  certificate or written  statement  furnished to the Purchaser or
     the Issuer pursuant to this Purchase  Agreement or the Loan Agreement by or
     relating to the Company contains any untrue statement of a materia1 fact or
     omits to state a material fact necessary to make the  statements  contained
     herein or  therein,  under the  circumstances  under which they are or were
     made, not misleading.

          (c) Subsequent to the  respective  dates as of which  information  was
     given to the  Purchaser and except as set forth in or  contemplated  by the
     Official Statement,  no event has occurred which has affected or may affect
     materially and adversely the business, properties, operations, prospects or
     financial condition of either of the Company.

          (d) Neither the  execution  and  delivery of the Loan  Agreement,  the
     Note, the  Reimbursement  Agreement,  the  Remarketing  Agreement,  the Tax
     Agreement  and this Purchase  Agreement,  and the approval and execution of
     the Official  Statement and this Purchase  Agreement and  compliance by the
     Company with the provisions on the Company's part contained therein nor the
     consummation  of any  other  of the  transactions  contemplated  hereby  or
     thereby, nor the fulfillment of the terms hereof or thereof, conflicts with
     or  constitutes  a breach  of or  default  under nor  contravenes  any law,
     administrative  regulation,  judgment,  decree, loan agreement,  indenture,
     bond, note, resolution,  agreement or other instrument to which the Company
     is a party or to which the Company is otherwise subject,  nor does any such
     execution,  delivery,  approval,  adoption  or  compliance  result  in  the
     creation or imposition of any lien,  charge or other  security  interest or
     encumbrance of any nature  whatsoever  upon any of the properties or assets
     of the Company under the terms of any such law, administrative  regulation,
     judgment,  decree,  loan agreement,  indenture,  bond, note, deed of trust,
     resolution,  agreement or other instrument,  except as provided by the Loan
     Agreement,  the Note or the Reimbursement  Agreement or the other documents
     executed in connection therewith.

          (e) The Company is not in breach of or default in any material respect
     under any  applicable  law or  administrative  regulation or any applicable
     judgment  or  decree  or  any  loan  agreement,   indenture,   bond,  note,
     resolution,  agreement  or  other  instrument  to which it is a party or to
     which it is otherwise subject,  and no event has occurred and is continuing
     which,  with the  passage of time or the giving of notice,  or both,  would
     constitute a default or an event of default under any such instrument.

<PAGE>

          (f) There is no action, suit, proceeding or investigation at law or in
     equity  before or by any court or  governmental  agency or body  pending or
     threatened  against  the  Company  wherein an adverse  decision,  ruling or
     finding  would  (i)  result  in any  material  and  adverse  change  in the
     condition (financial or otherwise), business or prospects of the Company or
     which would  materially and adversely affect the properties of the Company,
     and which has not been disclosed in the Official Statement, (ii) materially
     and  adversely  affect  the  transactions  contemplated  by  this  Purchase
     Agreement,  or (iii)  materially  and  adversely  affect  the  validity  or
     enforceability  against the Company of the Loan  Agreement,  the Note,  the
     Reimbursement  Agreement,  the Remarketing Agreement,  the Tax Agreement or
     this Purchase Agreement.

          (g) The  Company  has the full  power and  authority  to  execute  and
     deliver  and to  perform  its  obligations  hereunder  and  under  the Loan
     Agreement,   the  Note,  the  Reimbursement   Agreement,   the  Remarketing
     Agreement, the Tax Agreement and to engage in the transactions contemplated
     by this Purchase Agreement and the Official Statement relating to the offer
     and sale of the Bonds. The Loan Agreement, the Reimbursement Agreement, the
     Remarketing  Agreement,  the Tax Agreement and this Purchase Agreement have
     been duly  authorized  and, when  executed and delivered by the  respective
     parties  hereto and  thereto,  will  constitute  legal,  valid and  binding
     obligations of the Company, enforceable in accordance with their respective
     terms,  except  as  enforcement  thereof  may  be  limited  by  bankruptcy,
     insolvency or other laws affecting the enforcement of creditors' rights and
     general principles of equity, and except as the indemnification  provisions
     hereof may be limited by applicable securities law or public policy.

          (h) The application to the Issuer and the completed questionnaires, if
     any,  supplied  by the  Company to the  Issuer,  Chapman  and  Cutler  LLP,
     Chicago, Illinois ("Bond Counsel") and/or the Purchaser or its counsel with
     respect to the  Project to be financed  with the  proceeds of the Bonds are
     true,  correct and complete in all  material  respects for the purposes for
     which supplied.

          (i)  No  consent,  approval,  authorization  or  other  action  by any
     governmental or regulatory  authority that has not been obtained is or will
     be required by the  Company for the  issuance  and sale of the Bonds or the
     consummation  of the other  transactions  contemplated  by the  Remarketing
     Agreement,  the Tax  Agreement,  this  Purchase  Agreement and the Official
     Statement, except for such licenses, certificates,  approvals, variances or
     permits  which may be necessary  for the  construction  or operation of the
     Project  and for which the  Company  has  applied (or for which the Company
     will apply in the ordinary  course of business) and expect to receive,  and
     except as may be required under the state  securities or "blue sky" laws in
     connection with the purchase of the Bonds by the Purchaser.

<PAGE>

          (j) The Company  authorizes  the use by the  Purchaser of the Official
     Statement   (including   the   Appendices   thereto  and  all   information
     incorporated  therein by  reference),  the Loan  Agreement,  the Note,  the
     Reimbursement  Agreement,  the  Remarketing  Agreement and the  information
     therein and herein in connection with the purchase of the Bonds.

          (k) The Company  will not take or omit to take any action which action
     or omission  will in any way cause the proceeds  from the sale of the Bonds
     to be applied in a manner  contrary to that  provided in the  Indenture and
     the Loan Agreement.

          (l) The Company will deliver all opinions,  certificates,  letters and
     other  instruments  and  documents  reasonably  required  by this  Purchase
     Agreement, the Loan Agreement, the Remarketing Agreement, the Reimbursement
     Agreement and the Tax Agreement.

          (m) Any certificate of the Company delivered to the Purchaser shall be
     deemed a representation  and warranty by the Company to the Purchaser as to
     the statements made therein.

          (n)  The  Company  will  furnish   such   information,   execute  such
     instruments  and take such other action in cooperation  with the Issuer and
     the Purchaser as may be required to qualify the Bonds for offering and sale
     under the "blue sky" or other securities laws of such  jurisdictions as the
     Purchaser may designate.

          (o)  The  representations,   warranties,  agreements  and  indemnities
     contained herein shall survive the Closing and any investigation made by or
     on behalf of the Issuer or the Purchaser or any such  director,  officer or
     any such  controlling  person as to any matters  described in or related to
     the transactions  contemplated  hereby and by the Official  Statement,  the
     Indenture,  the Reimbursement  Agreement, the Loan Agreement, the Note, the
     Remarketing Agreement and the Tax Agreement.

     6. The Company shall  indemnify the Issuer and the Purchaser and shall hold
them harmless as follows:

<PAGE>

          (a) The Company  shall pay and  indemnify and hold harmless the Issuer
     and any person who  "controls"  the Issuer within the meaning of Section 15
     of the  Securities  Act of  1933,  as  amended,  and any  member,  officer,
     director, trustee, official and employee of the Issuer, and each person, if
     any,  who has the power,  directly  or  indirectly,  to direct or cause the
     direction of the management and policies of the Issuer  pursuant to the Act
     or the Issuer's  regulations or bylaws (each an "Issuer Indemnified Party",
     and collectively,  the "Issuer Indemnified  Parties") from any loss, claim,
     damage, tax, penalty or expense (including  reasonable  attorneys' fees and
     expenses),  or liability  of any nature due to any and all suits,  actions,
     legal or administrative proceedings, or claims arising or resulting from or
     in any  way  connected  with:  (i)  the  financing  of the  Project  or the
     installation,  operation,  use, or  maintenance  of the  properties  of the
     Company,  (ii) any act, failure to act, or  misrepresentation by any person
     in  connection  with the issuance,  sale,  delivery or  remarketing  of the
     Bonds, or (iii) any act, failure to act, or misrepresentation by the Issuer
     in connection with this Purchase  Agreement or any other document involving
     the Issuer in this matter.  If any suit,  action or  proceeding  is brought
     against  any of the  Issuer  Indemnified  Parties,  that  suit,  action  or
     proceeding  shall be defended by counsel to the Issuer or the  Company,  as
     the Issuer shall determine. If the defense is by counsel to the Issuer, the
     Company shall indemnify the Issuer  Indemnified  Parties for the reasonable
     cost of that defense including reasonable  attorneys' fees and expenses. If
     the  Issuer  determines  that the  Company  shall  defend the Issuer or any
     Issuer  Indemnified  Parties,  the  Company  shall  immediately  assume the
     defense at their own cost.  Neither  the Issuer  nor the  Company  shall be
     liable for any  settlement  of any  proceeding  made  without each of their
     consent (which consent shall not be unreasonably withheld).

          (b) The Company  shall  indemnify  and hold harmless the Purchaser and
     any person who "controls" the Purchaser within the meaning of Section 15 of
     the  Securities  Act of  1933,  as  amended,  and  any  officer,  director,
     official,  and employee of the Purchaser (each an "Agent Indemnified Party"
     and collectively,  the "Agent  Indemnified  Parties") from any loss, claim,
     damage, tax, penalty, or expense (including  reasonable attorneys' fees and
     expenses),  or liability  of any nature due to any and all suits,  actions,
     legal or administrative  proceedings,  or claims arising or resulting from,
     or in any way  connected  with:  (i) the  financing  of the  Project or the
     installation,  operation,  use, or  maintenance  of the  properties  of the
     Company,  (ii) any act, failure to act, or misrepresentation by the Company
     or any director, officer, employee, agent, or independent contractor of the
     Company in connection with the issuance,  sale,  delivery or remarketing of
     the Bonds, or (iii) any act,  failure to act, or  misrepresentation  by the
     Issuer or the Purchaser in connection  with this Purchase  Agreement or any
     other document involving the Issuer or the Purchaser in this matter (except
     to the extent  any such act,  failure  to act or  misrepresentation  by the
     Purchaser  or  any  director,  officer,  employee,  agent,  or  independent
     contractor  of the  Purchaser  involved  the gross  negligence  or  willful
     misconduct of the Purchaser or any of its directors,  officers,  employees,
     agents  or  independent  contractors);  provided,  however,  that  no  such
     indemnification  shall be extended to the Purchaser in connection  with any
     matter to the extent  that the  Purchaser  is  required  to  indemnify  the
     Company  pursuant to Section 7(b) of this Purchase  Agreement.  In case any
     claim shall be made or any action  shall be brought  against one or more of
     the Agent  Indemnified  Parties,  the  Agent  Indemnified  Parties  seeking
     indemnity  hereunder shall promptly notify the Company in writing,  and the
     Company shall promptly assume the defense thereof, including the employment
     of counsel  reasonably  satisfactory  to the Purchaser,  the payment of all
     expenses and the right to negotiate  and consent to  settlement.  If any of
     the Agent  Indemnified  Parties is  advised  in an opinion of counsel  that
     there may be legal  defenses  available  to it which are  adverse  to or in
     conflict with those  available to the Company,  or that the defense of such
     Agent Indemnified Party should be handled by separate counsel,  the Company
     shall not have the right to assume the  defense  of such Agent  Indemnified
     Party,  but shall be responsible  for the  reasonable  fees and expenses of
     counsel  retained  by the  Agent  Indemnified  Party  in  assuming  its own
     defense,  and provided also that if the Company shall have failed to assume
     the defense of such action or to retain counsel reasonably  satisfactory to
     the  Company,  within  a  reasonable  time  after  written  notice  of  the
     commencement of such action,  the fees and expenses of counsel  retained by
     the Agent Indemnified Parties shall be paid by the Company. Notwithstanding
     and in  addition  to any of the  foregoing,  any one or  more of the  Agent
     Indemnified  Parties shall have the right to employ separate counsel in any
     such action and to  participate  in the defense  thereof,  but the fees and
     expenses of such counsel shall be at the expense of such Agent  Indemnified
     Parties,  unless  the  employment  of such  counsel  had been  specifically
     authorized, in writing, by the Company. The Company shall not be liable for
     any settlement of any such action effected without its written consent, but
     if settled with the consent of the Company or if there is a final  judgment
     for the plaintiff in any such action with or without  consent,  the Company
     shall  indemnify and hold harmless the Agent  Indemnified  Parties from and
     against any loss or liability by reason of such settlement or judgment.

<PAGE>

          (c) The Company shall also  indemnify the Issuer  Indemnified  Parties
     and the Agent  Indemnified  Parties for all reasonable  costs and expenses,
     including  reasonable  attorneys'  fees  and  expenses,  incurred  in:  (i)
     enforcing any  obligation  of the Company under this Purchase  Agreement or
     any related  agreement,  (ii) taking any action  requested  by the Company,
     (iii) taking any action required by this Purchase  Agreement or any related
     agreement,  or (iv) taking any action considered necessary by the Issuer or
     the Purchaser  and which is  authorized  by this Purchase  Agreement or any
     related agreement.

          (d) Any provision of this Purchase  Agreement or any other  instrument
     or document executed and delivered in connection  therewith to the contrary
     notwithstanding, the Issuer retains the right to (i) enforce any applicable
     federal  or state law or  regulation  or  ordinance  of the Issuer and (ii)
     enforce  any  rights  accorded  the  Issuer  by  federal  or  state  law or
     regulation  or  ordinance  of the  Issuer,  and  nothing  in this  Purchase
     Agreement shall be construed as an express or implied waiver thereof.

          (e) The  indemnity  provided  herein is not intended to supersede  any
     indemnity to which the Issuer is entitled to under the Loan Agreement.  Any
     indemnity  provided  herein is in  addition  to any  other  indemnification
     provided by the Company to the Indemnified Parties.

     7. The Purchaser  shall indemnify the Issuer and the Company and shall hold
them harmless as follows:

<PAGE>

          (a) The Purchaser  agrees,  at its expense,  to indemnify,  defend and
     hold  harmless  the  Issuer  along  with the  Issuer's  members,  officers,
     employees  and  each  person,  if  any,  who  has the  power,  directly  or
     indirectly, to direct or cause the direction of the management and policies
     of the Issuer,  pursuant to the Act or the Issuer's  regulations or bylaws,
     ("Issuer  Indemnified  Parties"),  from  and  against  any and all  losses,
     claims,  damages,  demands,  liabilities,  costs or expenses (collectively,
     "Claims"),  including  reasonable  attorneys'  fees and  expenses,  if such
     Claims  are a  result  of,  arise  out  of  or  are  materially  increased,
     strengthened  or  enhanced  by or would  not  exist but for a breach by the
     Purchaser of its duties under,  or failure to abide by any of its covenants
     in this Purchase Agreement. The Purchaser shall promptly assume the defense
     of any claim made  against  any Issuer  Indemnified  Party,  including  the
     employment of counsel  reasonably  satisfactory to the Issuer,  at the sole
     expense of the Purchaser.

          (b) The Purchaser shall likewise  indemnify,  hold harmless and defend
     the Company and their officers,  if any,  managers,  members,  directors or
     other  officials,  and every  person who  controls  the Company  within the
     meaning of the Securities  Act of 1933 and the  Securities  Exchange Act of
     1934,  as amended,  from and against any and all losses,  claims,  damages,
     demands,  liabilities,  fees and expenses,  including reasonable attorneys'
     fees which is based in whole or in part upon (i) a  statement  or  omission
     made by the Company in reliance upon written information  furnished to them
     by the  Purchaser  or (ii) the failure of the  Purchaser to comply with any
     registration or qualification  requirements applicable to such Purchaser or
     the Bonds  under any  securities  or Blue Sky Laws of any  jurisdiction  in
     which such registration or qualification is required.

     8. The Company further agree as follows:

          (a) The  Company  ratifies,  confirms  and  consents to the use of the
     Official  Statement and drafts of the Official  Statement by counsel to the
     Purchaser in obtaining necessary qualification, exemption, determination or
     continuation of any of the foregoing under applicable securities laws.

          (b) The Company  approve the form of and  authorize  the  Purchaser to
     prepare,  use and  distribute  the Official  Statement in the final form in
     connection with the placement and sale of the Bonds. The Company will cause
     at least 10 copies  of the  Official  Statement  in such  final  form to be
     executed as soon as possible by authorized representatives.

          (d) The Company  shall  provide to the  Purchaser,  on the date hereof
     sufficient  copies of the  Official  Statement  to enable the  Purchaser to
     comply with the  requirements of SEC Rule  15c2-12(b)(4),  Rule G-32 of the
     Municipal  Securities  Rulemaking  Board and with  other  applicable  legal
     requirements.

<PAGE>

          (e) No amendment or supplement to the Official Statement shall be made
     without the written  approval of the Purchaser  which approval shall not be
     unreasonably  withheld. If during the period from the date of this Purchase
     Agreement to and including  the date which is 90 days  following the End of
     the Underwriting Period for the Bonds (as such term is hereinafter defined)
     an event occurs  affecting  the Company of which the Company has  knowledge
     and which might or would cause the Official Statement to contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     be stated therein for the purpose for which it is to be used or to make the
     statements therein, in the light of the circumstances under which they were
     made, not misleading in any material  respect,  the Company will notify the
     Purchaser and the Issuer, and if in the opinion of the Purchaser such event
     requires an amendment or supplement to the Official Statement,  the Company
     will amend or supplement  the Official  Statement in a form and in a manner
     approved by the  Purchaser  and the Issuer and furnish to the Purchaser and
     the Issuer (i) a reasonable number of copies of the amendment or supplement
     and  (ii) if such  notification  shall  be  subsequent  to the  date of the
     Closing, such legal opinions, certificates, instruments and other documents
     as the Purchaser may  reasonably  deem  necessary to evidence the truth and
     accuracy  of such  amendment  or  supplement.  The  cost of  providing  any
     amendment or supplement  during the .period prior to and including the date
     which is 90 days following the End of the Underwriting Period for the Bonds
     shall be paid by the Company.

          (f) As used herein,  "End of the  Underwriting  Period " for the Bonds
     shall  mean the date on which the End of the  Underwriting  Period  for the
     Bonds has occurred  under SEC Rule  15c2-12;  provided,  however,  that the
     Purchaser  shall be entitled  to treat the Closing  Date as the "End of the
     Underwriting Period" for the Bonds.

     9. By 12:00 P.M.,  Central  Daylight  Savings Time, on August 19, 2004 (the
"Closing Date"),  the  certificates,  opinions,  commitments and other documents
required by Section 10 hereof  shall be executed  and  delivered  and payment of
such fees as are called for herein shall be made (such  execution,  delivery and
payment,  together, being referred to as the "Closing").  The Closing shall take
place at the office of Bond  Counsel,  or such other  location  as may be agreed
upon by the Issuer, the Company and the Purchaser.

     At least two (2) business days prior to the Closing  Date,  the Issuer will
deliver the Bonds to the Purchaser in definitive  form duly executed (or, at the
option  of the  Purchaser,  in book  entry  form  under  the book  entry  system
maintained by The Depository  Trust Company),  together with the other documents
herein mentioned, and the Purchaser will accept such delivery and facilitate the
payment of the purchase price of the Bonds in federal funds.

     10. The  obligations  of the  Purchaser  hereunder  shall be subject to the
performance by the Issuer and the Company of their respective  obligations to be
performed hereunder at and prior to the Closing, to the accuracy in all material
respects,  in the reasonable  judgment of the Purchaser,  of the representations
and warranties of the Issuer and the Company herein as of the date hereof and as
of the Closing  and,  in the  reasonable  discretion  of the  Purchaser,  to the
following  conditions,  including the delivery by the Issuer and the Company, as
the case may be,  of the  Closing  Documents  (hereinafter  defined)  enumerated
herein,  in each  case in form  and  substance  reasonably  satisfactory  to the
Purchaser's counsel, as of the Closing:

<PAGE>

          (a) At the time of the  Closing,  (i)  this  Purchase  Agreement,  the
     Official  Statement,  the Indenture,  the Loan  Agreement,  the Remarketing
     Agreement, the Tax Agreement, the Reimbursement Agreement and the Letter of
     Credit shall be in full force and effect in the form heretofore approved by
     the Issuer, the Company,  the Bank and the Trustee, as the case may be, and
     none of the foregoing documents shall have been amended, repealed, modified
     or supplemented from the forms thereof as of the date hereof or as may have
     been  approved  in  writing  by the  Purchaser  and (ii) the Issuer and the
     Company shall have duly adopted and there shall be in full force and effect
     such  resolutions  as, in the opinion of Bond  Counsel and the  Purchaser's
     counsel,  are necessary and appropriate in connection with the transactions
     contemplated hereby and by the Official Statement.

          (b) At or prior to the Closing,  the Issuer  shall have duly  executed
     and delivered, and the Trustee shall have authenticated,  the Bonds, and at
     the time of the Closing  the  proceeds  derived  from the sale of the Bonds
     shall be deposited  and applied for the purposes  described in the Official
     Statement and as provided in the Indenture.

          (c) At or prior to the Closing,  the Purchaser shall have received the
     following documents (the "Closing Documents"):

               (i) the unqualified approving opinion of Bond Counsel,  dated the
          Closing  Date and  addressed  to the  Trustee  in form  and  substance
          satisfactory to the Purchaser;

               (ii) the supplemental opinion of Bond Counsel,  dated the Closing
          Date and addressed to the Purchaser in form and substance satisfactory
          to the Purchaser;

               (iii) the opinion of Issuer's  counsel dated the Closing Date and
          addressed to the Issuer, the Trustee,  the Purchaser,  the Company and
          Bond Counsel, in substantially the form and substance  satisfactory to
          each of them;

               (iv) the  opinion of counsel to the  Company,  dated the  Closing
          Date and  addressed to the Issuer,  the Trustee,  the  Purchaser,  the
          Bank,  Bond Counsel and the  Company,  in  substantially  the form and
          substance satisfactory to each of them;

               (v) the opinion of counsel to the Bank,  dated the Closing  Date,
          and addressed to the Issuer,  the Company,  the Trustee,  Bond Counsel
          and the Purchaser,  in form and substance  reasonably  satisfactory to
          the Purchaser;

               (vi) a  certificate,  dated  the  Closing  Date,  of  the  Issuer
          executed on its behalf by an authorized  officer thereof to the effect
          that (A) the  representations  and warranties of the Issuer  contained
          herein are true and  correct in all  respects on and as of the Closing
          Date with the same  effect  as if made on the  Closing  Date,  (B) the
          Issuer  has  complied  with  all  agreements  and  conditions  of this
          Purchase Agreement to be performed or satisfied by the Issuer at prior
          to the Closing Date and (C) no event affecting the Issuer has occurred
          since the date of the Official  Statement (as amended or  supplemented
          to date) which should be disclosed in the Official  Statement  for the
          purposes  for  which  it is to be used or  which  it is  necessary  to
          disclose  therein  in  order to make the  statements  and  information
          therein not misleading in any material respect;

<PAGE>


               (vii) a  certificate,  dated the  Closing  Date,  of the  Company
          executed on its behalf by an authorized  representative thereof to the
          effect  that (A) the  representations  and  warranties  of the Company
          contained  herein are true and  correct in all  respects  on and as of
          Closing Date with the same effect as if made on the Closing Date,  (B)
          the Company has complied with all  agreements  and  conditions of this
          Purchase  Agreement  to be performed or satisfied by the Company at or
          prior to the Closing Date and (C) no event  affecting  the Company has
          occurred  since the date of the  Official  Statement  (as  amended  or
          supplemented  to date)  which  should  be  disclosed  in the  Official
          Statement  for the  purposes for which it is to be used or which it is
          necessary  to  disclose  therein in order to make the  statements  and
          information therein not misleading in any material respect;

               (viii)  copies of the  Official  Statement,  in such  quantity as
          reasonably determined by the Purchaser,  duly executed by or on behalf
          of the Company;

               (ix) a copy  of  all  resolutions  duly  adopted  by the  Company
          authorizing  or approving  the execution and delivery of the documents
          required to be executed and delivered by the Company or approving,  as
          necessary,  the forms of the Indenture and the Bonds,  certified by an
          authorized representative of the Company;

               (x) copies of the  certificates of  incorporation  of the Company
          certified by the Delaware Secretary of State as of a date within seven
          business days of the Closing Date;

               (xi) a good standing  certificate  for the Company  issued by the
          Illinois  Secretary of State dated within seven  business  days of the
          Closing Date;

               (xii)  evidence  that  Standard  & Poor's,  Ratings  Services,  a
          Division of The McGraw-Hill  Companies,  Inc., has issued a rating for
          the Bonds  that is not lower than  A+/A-1  and that such  rating is in
          effect at the Closing Date and is not then being reviewed;

               (xiii)  a  certificate  of the  Trustee,  in form  and  substance
          satisfactory  to the  Purchaser,  the Company  and the Issuer,  to the
          effect that all moneys and  securities  delivered to the Trustee under
          and pursuant to the Indenture  have been duly  deposited to the credit
          of the appropriate  funds  established under or in accordance with the
          Indenture or otherwise  applied as provided in the  Indenture and that
          the Trustee has no knowledge of any default under the Indenture;

<PAGE>

               (xiv) copies of all closing  documents (not  otherwise  specified
          for  delivery  hereunder)  identified  for delivery in the most recent
          closing list for the Closing provided by Bond Counsel,  duly executed,
          if applicable, by the respective parties thereto; and

               (xv) such additional legal opinions,  certificates,  proceedings,
          instruments  and other  documents  as counsel to the  Purchaser,  Bond
          Counsel and the Issuer may reasonably  request to evidence  compliance
          by the Issuer and the Company with legal  requirements,  the truth and
          accuracy,   as  of  the  time  of  the  Closing,   of  the  respective
          representations  and  warranties  of the Company and the Issuer herein
          and the due  performance or satisfaction by the Issuer and the Company
          at or prior to such time of all  agreements  then to be performed  and
          all  conditions  then to be satisfied by the Issuer and the Company or
          as otherwise  may be deemed  necessary  by such counsel in  connection
          with the issuance of the Bonds.

          (d) If the  Issuer  or the  Company  shall be unable  to  satisfy  the
     conditions to the  obligations of the Purchaser  contained in this Purchase
     Agreement,  or if  the  obligations  of  the  Purchaser  hereunder  may  be
     terminated for any reason permitted by this Purchase  Agreement,  then this
     Purchase  Agreement may be terminated by the Purchaser and if so terminated
     neither  the  Purchaser  nor the  Company or the Issuer  shall be under any
     obligations hereunder;  provided,  however, that the respective obligations
     to pay  expenses,  as  provided  in Section  13 hereof  and the  respective
     indemnification  obligations  contained  in  Sections 6 and 7 hereof  shall
     continue in full force and effect.

     11. After the Closing (a) neither the Issuer nor the Company will not adopt
any amendment of or supplement to the Official  Statement to which the Purchaser
shall  object in  writing  or which  shall be  disapproved  by  counsel  for the
Purchaser  and (b) if any event  relating  to or  affecting  the  Issuer and the
Company  shall  occur as a result of which it is  necessary,  in the  opinion of
counsel to the Purchaser, to amend or supplement the Official Statement in order
to make the Official  Statement  not  misleading  in light of the  circumstances
existing at the time it is delivered to the initial purchasers of the Bonds, the
Company will forthwith  prepare and furnish to the Purchaser a reasonable number
of copies of an amendment of or  supplement  to the Official  Statement (in form
and  substance  satisfactory  to counsel for the  Purchaser  and at the Company'
expense) which will amend or supplement  the Official  Statement so that it will
not contain an untrue  statement of a material  fact or omit to state a material
fact  necessary  in order to make the  statements  therein,  in the light of the
circumstances  existing at the time the supplement to the Official  Statement is
delivered to the initial  purchasers of the Bonds, not misleading.  For purposes
of this Section,  the Issuer and the Company will each furnish such  information
with respect to themselves as the Purchaser may from time to time request.

     12. The Purchaser  shall have the right to cancel its  obligations to place
the Bonds if between the date hereof and the Closing Date:

<PAGE>

          (a)  legislation  shall  be  enacted,   or  actively   considered  for
     enactment,  by the Congress or  recommended  by the President of the United
     States to the Congress for  passage,  or favorably  reported for passage to
     either house of the  Congress by any  committee of such house to which such
     legislation has been referred for  consideration,  a decision by a court of
     the United  States or the United  States Tax Court shall be rendered,  or a
     ruling,  regulation  or official  statement by or on behalf of the Treasury
     Department  of the United  States,  the Internal  Revenue  Service or other
     agency or  department  of the United States shall be made or proposed to be
     made which has the purpose or effect,  directly or indirectly,  of imposing
     federal  income  taxes upon  revenues or other  income to be derived by the
     Issuer under the Loan Agreement, or upon interest on the Bonds;

          (b) any other  action or event  shall  have  transpired  which has the
     purpose or effect,  directly or  indirectly,  of  materially  and adversely
     affecting the federal income tax  consequences  of any of the  transactions
     contemplated  hereby or by the Official  Statement,  or, in the  reasonable
     opinion of the  Purchaser,  such action or event  pertaining to the federal
     income tax consequences  referenced above materially and adversely  affects
     the market for the Bonds or the sale, at the contemplated offering price by
     the Purchaser, of the Bonds;

          (c) legislation shall be enacted, or actively considered for enactment
     by the Congress, with an effective date on or prior to the Closing Date, or
     a decision by a court of the United  States shall be rendered,  or a ruling
     or  regulation  by  the  Securities   and  Exchange   Commission  or  other
     governmental  agency having  jurisdiction  over the subject matter shall be
     made,  the  effect of which is that (i) the Bonds are not  exempt  from the
     registration,  qualification or other requirements of the Securities Act of
     1933, as amended and as then in effect,  or the Securities  Exchange Act of
     1934, as amended and as then in effect, or (ii) the Indenture is not exempt
     from the  registration,  qualification  or other  requirements of the Trust
     Indenture Act of 1939, as amended and as then in effect;

          (d) a stop order,  ruling or regulation by the Securities and Exchange
     Commission  shall be issued  or  adopted,  the  effect of which is that the
     issuance,  offering or sale of the Bonds, as contemplated  hereby or by the
     Official Statement,  is in violation of any provision of the Securities Act
     of 1933, as amended and as then in effect,  the Securities  Exchange Act of
     1934, as amended and as then in effect, or the Trust Indenture Act of 1939,
     as amended and as then in effect;

          (e) there shall occur any outbreak of  hostilities  or any national or
     international  calamity or crisis or a financial crisis the effect of which
     on the financial markets of the United States is such as, in the reasonable
     judgment of the Purchaser, would materially and adversely affect the market
     for the  Bonds  or the  sale,  at the  contemplated  offering  price by the
     Purchaser, of the Bonds;

          (f) a general  suspension of trading on the New York Stock Exchange is
     in force, the effect of which on the financial markets of the United States
     in the reasonable  judgment of the Purchaser,  as such as would  materially
     and  adversely  affect  the  market  for  the  Bonds  or the  sale,  at the
     contemplated offering price, by the Purchaser, of the Bonds;

<PAGE>

          (g) a general  banking  moratorium  is  declared  by  federal or state
     (including  specifically Illinois and New York) authorities,  the effect of
     which on the  financial  markets  of the  United  States in the  reasonable
     judgment of the Purchaser, as such as would materially adversely affect the
     market for the Bonds or the sale, at the contemplated offering price by the
     Purchaser, of the Bonds;

          (h)  there  occurs  any  material   adverse  change  in  the  affairs,
     operations or financial  condition of the Company except as set forth in or
     contemplated by the Official Statement;

          (i) the Official Statement is not executed,  approved and delivered as
     provided herein;

          (j) any  rating  of the Bonds by a  national  rating  agency  shall be
     withdrawn or downgraded;

          (k) in the reasonable  judgment of the Purchaser,  the market price of
     the Bonds,  or the market  price  generally of  obligations  of the general
     character of the Bonds,  might be adversely affected because (i) additional
     material  restrictions  not in force as of the date hereof  shall have been
     imposed upon trading in securities generally by any governmental  authority
     or by any national securities exchange, or (ii) the New York Stock Exchange
     or other national securities exchange, or any governmental authority, shall
     impose, as to the Bonds or similar obligations,  any material  restrictions
     not now in force, or increase  materially those now in force,  with respect
     to  the  extension  of  credit  by,  or  the  charge  to  the  net  capital
     requirements of the Purchaser; or

          (l) other than  disclosed in the Official  Statement,  any  litigation
     shall be  instituted,  pending  or  threatened  to  restrain  or enjoin the
     issuance,  sale  or  delivery  of the  Bonds  or in any way  protesting  or
     affecting any authority  for or the validity of the Bonds,  the  Indenture,
     the  Agreement,  the  Remarketing  Agreement,  the  Letter of Credit or the
     existence or powers of the Issuer or the Company.

     13. Whether or not the transactions contemplated by this Purchase Agreement
are  consummated,  all  expenses  and  costs  of  the  Issuer  incident  to  the
performance of its  obligations in connection with the  authorization,  issuance
and delivery of the Bonds to the Purchaser, shall be paid by the Company.

<PAGE>

     14.  Any notice or other  communication  to be given  under  this  Purchase
Agreement  shall  be  given  by  mail  or  courier   delivery  or  by  facsimile
transmission as follows:

         If to the Company:     CFC International, Inc.
                                500 State Street
                                Chicago Heights, Illinois  60411
                                Attention:        Gregory M. Jehlik, President
                                Telephone:        (708) 757-2856
                                Fax:              (708) 758-3976

         with a copy in each
         case to:               Holland & Knight LLP
                                131 South Dearborn Street, 30th Floor
                                Chicago, Illinois  60603
                                Attention:  Carl A. Neumann
                                Telephone:  (312) 263-3600
                                Facsimile:  (312) 578-6666

         If to the Issuer:      Illinois Finance Authority
                                233 South Wacker Drive
                                Chicago, Illinois  60606
                                Attention:  Sharnell Curtis-Martin
                                Telephone:  (312) 627-1434
                                Facsimile:  (312) 496-0578

         If to the Underwriter: LaSalle Capital Markets, A Division of
                                ABN AMRO Financial Services, Inc.
                                181 West Madison Street, Suite 3203
                                Chicago, Illinois 60602-4510
                                Attention:  Public Finance Department
                                Telephone:  (312) 904-7036
                                Facsimile:  (312) 904-1353

     All  notices or  communications  hereunder  by any party shall be given and
served upon each other party.

     15.  The  approval  of  the  Purchaser  when  required   hereunder  or  the
determination of satisfaction as to any document  referred to herein shall be in
writing  signed by the  Purchaser  and  delivered to the party  requesting  such
approval or determination of satisfaction.

     16. This  Purchase  Agreement is made solely for the benefit of the Issuer,
the Company and the  Purchaser  and no other  person  shall  acquire or have any
rights hereunder or by virtue hereof except as otherwise  provided in Sections 6
and 7 hereof.  All  representations,  warranties  and agreements of authority in
this  Purchase  Agreement  shall remain  operative  and in full force and effect
regardless of any investigation  made by or on behalf of the Purchaser and shall
survive  the  delivery  of and  payment  for the Bonds.  The  covenants  and the
agreements of each of the  respective  parties hereto shall survive the delivery
of and  payment  for the  Bonds  and  shall  remain  in full  force  and  effect
thereafter.

<PAGE>

     17. This  Purchase  Agreement  may be  executed  by the  parties  hereto in
separate counterparts,  each of which when so executed and delivered shall be an
original,  and such counterparts shall together  constitute but one and the same
instrument.

     18. This Purchase Agreement shall be governed  exclusively by and construed
in  accordance  with the internal  laws of the State of Illinois  applicable  to
contracts to be wholly performed therein.

                                Very truly yours,

                                LASALLE CAPITAL MARKETS,
                                A DIVISION OF ABN AMRO FINANCIAL
                                SERVICES, INC.


                                By:
                                   -----------------------------------------
                                Name:
                                   -----------------------------------------
                                Title:
                                   -----------------------------------------


Accepted:

ILLINOIS FINANCE AUTHORITY


By:
   ----------------------------------------
   ____________________, Executive Director


CFC INTERNATIONAL, INC.


By:
   ----------------------------------------
     Gregory M. Jehlik, President