SHARE PURCHASE
                             Share purchase contract
                                      among

1.   Dr. Ernst Georg Oeser, Kurze Strasse 4, 73092 Heiningen;

2.   Heinz-Jochen Oeser, Herrschaftsstrasse 50, 73087 Boll;

3.   Florian Oeser, Haldenweg 20, 73087 Boll;

4    Jochen Oeser, Herrschaftsstrasse 50, 73087 Boll

                - hereinafter referred to jointly as "Sellers" -

                                       and

5.   SESVENNA 19. Vermogensverwaltungs GmbH1, Munich, in the future to be 
     operating as CFC Oeserwerk GmbH, Rigistrasse 20, 73037
     Goppingen

                   - hereinafter referred to as "purchaser" -

                                   as well as

6.   CFC International, Inc., 500 State Street, Chicago Heights, IL 60411, 
     USA

                      - hereinafter referred to as "CFC" -



                                 Prefatory Notes

1.       SELLERS  Florian  Oeser and Jochen  Oeser are partners  with  unlimited
         liability  while SELLERS Dr. Ernst Georg Oeser and  Heinz-Jochen  Oeser
         are partners  with limited  liability  in the  Oeserwerk  Ernst Oeser &
         Sohne KG, domiciled in Goppingen,  entered in the Register of Companies
         at the  Civil  Court at  Goppingen  at Roll  Number  1400  (hereinafter
         referred to as the "company").

         The  COMPANY  operates an  enterprise  engaged in the  manufacture  and
         distribution  of films and similar  products,  of products which result
         from an advanced development in this field, and of machines which serve
         to treat or process these products.


2.       The COMPANY is in each case the sole  partner in the Oeser  France SARL
         and in the Oeser Italia S.r.l. (the  "SUBSIDIARIES").  The SUBSIDIARIES
         and the COMPANY are referred to jointly as the COMPANIES.


3.       The  COMPANY  is the  owner of the  following  pieces of real  property
         (the "Properties") in Caputh:


         a)       Plot Nos. 193, 195, 199 and 203 in Plat 1, entered in the Land
                  Register at the Civil Court at Caputh, for Caputh,
                  Sheet 641.;


         b)       Plot No. 194 in Plat 1, entered in the Land Register at the 
                  Civil Court at Caputh, for Caputh, Sheet 940.


         c)       Plot No. 200 in Plat 1 and Plot No. 81 in Plat 10, each 
                  entered in the Land Register at the Civil Court at Caputh,
                  for Caputh, Sheet 852.



         In  accordance  with the  wishes of the  parties to this  contract  the
         Properties  are to be  withdrawn  by the  PARTNERS.  To  this  end  the
         Properties were  transferred  with the document of Notary Public Goser,
         located in Sussen, dated March 18, 1999, to the Grundstucksgesellschaft
         Krahenburg-Caputh GmbH & Co. KG.

         Moreover the PARTNERS,  also on March 18, 1999, have withdrawn from the
         COMPANY's  assets the claims to restitution for properties  situated in
         the territory demarcated in Article 3 of the German Unification Treaty,
         doing so with the  document  of the  Notary  Public  Goser,  located in
         Sussen,   transferring  these  claims  to  the  Grundstucksgesellschaft
         Krahenburg-Caputh GmbH & Co. KG.


4.       All  the  shares  in  the  PURCHASER  are  held  by  the  SESVENNA  20.
         Vermogensverwaltungs GmbH, Munich, to be operating in the future as CFC
         Oeser Europe GmbH, Goppingen  (hereinafter referred to as "CFC EUROPE")
         this being an indirect  subsidiary of CFC. CFC is an  enterprise  which
         also engages in the manufacture and sale of films and similar products.
         CFC desires to manufacture  and distribute  these products in Europe as
         well.  CFC  consequently  intends  to  acquire  all the  shares  in the
         COMPANY,  acting  indirectly  through  the  PURCHASER.  To this end the
         parties to the contract agree as follows:


                                    Section 1
                            Ownership of the COMPANY

1. The following persons are today unlimited-liability  partners in the COMPANY,
holding the following capital shares:

         a)       Mr. Florian Oeser                DM             152,977.00
         b)       Mr. Jochen Oeser                 DM              76,351.00
                                                   -------------------------
         Total of capital shares held by the
         unlimited-liability partners              DM             229,328.00


2.       On December  31, 1998,  the  following  persons were  limited-liability
         partners in the COMPANY, holding the following capital shares:


         a)       Dr. Ernst Georg Oeser            DM             448,114.00
         b)       Mr. Heinz-Jochen Oeser           DM           1,011,714.00
         c)       Ms. Ursula Donner-Plenio         DM             575,791.00
         d)       Ms. Rosemarie Eccardt            DM             627,029.00
         e)       Ms. Dr. Helga Geitmann           DM             718,595.00
         f)       Ms. Irmgard Haesler              DM             105,131.00
         g)       Ms. Margret Kullmer              DM             108,294.50
         h)       Ms. Christiane Morel             DM             246,558.00
         i)       Ms. Ingeborg Oeser               DM             238,492.00
         j)       Dr. Henning Oeser                DM             631,704.00
         k)       Ms. Angelika Schnarrenberger     DM             108,294.50
         l)       Ms. Elisabeth Schubert           DM             765,079.00
         m)       Ms. Claire Straass               DM             346,403.00
         n)       Ms. Ruth Vocke                   DM             105,222.00
         o)       Mr. Peter-Christian Eccardt      DM             127,038.00
         p)       Mr. Jens Geitmann                DM             103,665.00
         q)       Ms. Jutta Geitmann-Hampe         DM             103,665.00
         r)       Ms. Veronika Lieckfeld           DM              76,351.00
         s)       Ms. Angelika Mausolff            DM             122,362.00
         t)       Ms. Fredericke Oellbrunner       DM             152,978.00
         u)       Ms. Nicole-Bettina Goldmann      DM              70,119.00
         v)       Ms. Sabine Oeser                 DM              76,351.00
         w)       Mr. Heinz-Werner Schubert        DM             274,813.00
         x)       Mr. Wolff-Dietrich Schubert      DM             274,813.00
         y)       Ms. Stephanie Straass            DM              76,351.00
                                                   -------------------------
         Total of capital shares held by
         the limited-liability partners            DM           7,494,927.00
                                                   =========================


3.       After  December  31,  1998,  Ms.  Jutta  Geitmann-Hampe   assigned  her
         limited-liability  share,  at a value  of DM  103,665.00,  to Mr.  Jens
         Geitmann.  Ms. Jutta Geitmann-Hampe has thus departed from the COMPANY.
         The  positive  balance  in her  private  account,  in the  amount of DM
         3,963.38, has been paid out to her.

4.       The  unlimited-liability  partners in the COMPANY listed at Paragraph 1
         and the limited-liability partners in the COMPANY listed in Paragraph 2
         are referred to hereinafter jointly as the "PARTNERS."

5.       The SELLERS will acquired the shares of all those  PARTNERS who are not
         included among the SELLERS, in each case under the suspensive condition
         that the  purchase  price as per Section 3,  Paragraph 1, has been paid
         and the STOCK as per Section 3, Paragraph 2, has been  transferred,  so
         that the nominal  value of all the  PURCHASER's  capital  shares at the
         COMPLETION  DATE  (cf.  Section  2,  Paragraph  2)  will  amount  to DM
         7,724,255.00.  The  PURCHASER  is aware  that  the  capital  shares  on
         December  31,  1998,  were  diminished  by  losses  to a  total  of  DM
         6,254,018.00 (in words: six million two hundred fifty four thousand and
         eighteen Deutschmark).



                                   Section 2
                             Purchase and assignment


1.       The SELLERS sell herewith,  with economic effect on March 19, 1999, all
         capital  shares  in the  COMPANY,  with a  total  nominal  value  of DM
         7,724,255.00  (hereinafter referred to as the "shares").  The PURCHASER
         herewith  accepts  the sale.  Also sold are all credit  balances in the
         partners'  accounts on March 19,  1999,  and in  particular  any of the
         PARTNERS'  claims in  respect of loans  made to the  COMPANY,  with the
         exception  of the balance in her private  account paid out to Ms. Jutta
         Geitmann-Hampe as per Section 1, Paragraph 3.

2.       The SELLERS  herewith assign all SHARES,  with economic effect on March
         19, 1999, to the PURCHASER,  who accepts the same. Also assigned at the
         same time are all credit  balances in the  partners'  accounts on March
         19,  1999,  and in  particular  claims in  respect of loans made to the
         COMPANY.  The  real  transfer  of title to the  SHARES  and all  credit
         balances  in the  partners'  accounts  on  March  19,  1999,  with  the
         exception of the item  specified in Section 1,  Paragraph 3, is subject
         to the following suspensive conditions:


         a) Payment in full of the  purchase  price as  specified  in Section 3,
         Paragraph 1; b) The transfer of the STOCK and any associated  documents
         as specified  in Section 3,  Paragraph  2; c) The  satisfaction  of the
         PURCHASER's  obligations  as per Section 4,  Paragraphs 2 and 3; d) The
         acquisition of all SHARES by the SELLERS.

         The day upon which the suspensive conditions listed above at a) to 
         d) have been satisfied is referred to hereinafter as the "COMPLETION 
         DATE".


3.       The sellers  Dr.  Ernst Georg  Oeser and  Florian  Oeser  undertake  to
         relieve the PURCHASER from the COMPANY's retirement pension obligations
         vis a vis employees and former employees.  If after the present day the
         PURCHASER or the COMPANY discharges  pension  obligations in accordance
         with  Clause  1,  then  the  PURCHASER   shall  be  entitled  to  claim
         reimbursement for the sellers Dr. Ernst Georg Oeser and Florian Oeser.


4.       The  SELLERS  have by way of the  declaration  contained  in Annex  2.4
         waived all claims vis a vis the COMPANY and in particular all claims to
         retirement  benefits and  remunerations,  to include  remunerations for
         partners'  inventions and royalties based on the COMPANY's  Articles of
         Association, including their annexes.


                                    Section 3
                                 Purchase price


1.       The total purchase price for the SHARES amounts to DM 6,000,000.00  (in
         words: six million Deutschmark). It shall be remitted,  discharging all
         indebtedness  vis a vis the SELLERS,  to the special  account  "Verkauf
         Oeserwerk",  Account  number  222265 at the Deutsche  Bank,  Goppingen,
         Routing  Transit  Number  610 700 78. The claim to the  purchase  price
         becomes  payable  within three  banking days after  fulfillment  of the
         following prerequisites:


         a)       Fulfillment of the obligations as per Section 4, Paragraphs 2 
                  and 3;

         b)       Demonstration vis a vis the PURCHASER that the transfer of all
                  SHARES  to  the  SELLERS  is  satisfied  only  subject  to the
                  suspensive condition that the PURCHASER fulfils its obligation
                  vis a vis the SELLERS to pay the purchase price, including the
                  transfer of stock;

         c)       Effective waiver by the SELLERS and all other  shareholders to
                  all claims  against  the  COMPANY,  to  include  all claims to
                  pensions,  remuneration and royalties based upon the COMPANY's
                  Articles of Incorporation, to include all annexes to the same;

         Crediting to the specified bank account is  authoritative  in regard to
         fulfillment.  If the PURCHASER is in default of payment,  then interest
         shall be paid on the amount not remitted punctually at a rate 3.5% p.a.
         above the  three-month  EURIBOR rate in effect on the date at which the
         purchase price becomes due.

2.       The PURCHASER shall transfer to the PARTNERS (Section 428, German Civil
         Code), with real effect at the latest ten banking days following the 
         fulfillment of the conditions specified above in Paragraph 1, 
         Letters a) to c) a total of 100,000 (in words: one hundred thousand) 
         voting shares in CFC, so-called "Common Stock" (hereinafter referred to
         as "STOCK"). Of those 100,000 shares of STOCK, 55,532 shall be 
         transferred directly to the PARTNERS, divided, as shown in Annex 3.2; 
         the other 44,468 shall, as is also shown in Annex 3.2 and in accordance
         with Paragraph 3, be given to bank trust administration by the
         Deutsche Bank AG, Goppingen Branch Office. The PURCHASER is deemed to 
         have satisfied its obligations in Clauses 1 and 2 when the Deutsche 
         Bank AG, Goppingen Branch Office, receives the share certificates for 
         the STOCK. The STOCK is not registered as per the 1933 Securities Act 
         in its current version (the "Securities Act") and thus is subject to 
         the limitations on sale set forth in Rule 144 of the Securities Act in 
         its current version. The share certificates for the STOCK shall bear a 
         legend indicating the restriction on disposal. The PURCHASER shall 
         transfer to the SELLERS, in addition to the stock certificates,
         the documents required by the law of the United States of America to 
         demonstrate the SELLERS' ownership to CFC, to all government agencies, 
         to the Securities and Exchange Commission, to the stock exchanges and 
         to every third party which intends to acquire the STOCK or rights to 
         the STOCK or to a bank which deposits the STOCK in a custodianship 
         account in favor of the SELLERS.


3.       Of the 100,000 shares of STOCK owed in accordance with Paragraph 2, the
         PURCHASER is entitled to place in bank trust administration with the 
         Deutsche Bank AG, Goppingen Branch office, 44,468 shares of STOCK (the 
         "WITHHELD STOCK"). In accordance with the bank trust administration 
         agreement to be concluded with the Deutsche Bank AG, access to the 
         WITHHELD STOCK shall be possible only jointly by the CFC and the 
         SELLERS; the SELLERS' entitlement to access may be exercised by each
         individual SELLER. CFC shall approve the release of the WITHHELD STOCK 
         to the SELLERS following the expiry of one year following the 
         COMPLETION DATE but deducting the number shares of WITHHELD STOCK 
         corresponding to the amount of the claims - calculated in accordance 
         with Section 8, Paragraph 5, penultimate clause - which the CFC or the 
         PURCHASER has made good against the SELLERS due to infringement of the 
         guarantees (Section 7 in conjunction with Section 8) (the "FROZEN 
         STOCK"). If the CFC or the PURCHASER has made good such a claim within 
         one year following the COMPLETION DATE, then CFC shall consent to
         the release of the FROZEN STOCK in each case to the extent - calculated
         as prescribed in Section 8, paragraph 5, penultimate clause - in which 
         the SELLERS satisfy the claims made good as per Clause 3 or as soon as 
         it is determined without further possibility of appeal or is 
         acknowledged in writing by CFC that the claims made good by CFC or the 
         PURCHASER in accordance with Clause 3 no longer exist.

4.       The  purchase  price  shall be  reduced  by that  amount  by which  the
         COMPANY's  bank  liabilities  at the present day exceed the value of DM
         18,100,000   (in  words:   eighteen   million  one   hundred   thousand
         Deutschmark).

5.       If Mr.  Roger Hruby sells so many shares of CFC stock that his holdings
         in CFC fall below 35% (the  "STOCK  SALE"),  then the  PURCHASER  shall
         ensure that the PARTNERS are granted  entitlement to concurrent  rights
         of sale at the same  terms for that  percentage  of their  stock in CFC
         which corresponds to the amount of CFC stock sold by Mr. Roger Hruby in
         the  course of the STOCK  SALE  seen as a  percentage  of the total CFC
         stock held by Mr. Roger Hruby prior to the STOCK SALE.


                                    Section 4
            Exemption from joint liability for debts payable to banks

1.       The COMPANY has on March 18, 1999, bank obligations listed in Annex 4.1
         vis a vis the credit institutions named there.

2.       The  PURCHASER  undertakes,   subject  to  Paragraph  3,  to  discharge
         completely either itself and/or by way of a company  associated with it
         the credit  obligations  as  specified  in Paragraph 1, up to a maximum
         amount of DM  18,100,000.00  (in words:  eighteen  million  one hundred
         thousand Deutschmark) or to assume those obligations in such a way that
         the banks exempt the SELLERS from personal joint liability. To this end
         the  PURCHASER  shall  submit to the SELLERS  declarations  made by the
         banks, with content in the spirit of the following:

                  "On behalf of the ........  Bank we declare that the .........
                  bank will lay no claim on the unlimited-liability partners Dr.
                  Ernst  Georg  Oeser,  Heinz-Jochen  Oeser,  Florian  Oeser and
                  Jochen Oeser as  individuals  bearing  personal  liability for
                  credit obligations previously incurred, currently in existence
                  or incurred in the future by the Oeserwerk Ernst Oeser & Sohne
                  KG or its legal successor."

         The obligations from which the SELLERS are released by way of the above
         declarations shall amount to a maximum of DM 18,100,000.00, wherein the
         PURCHASER may select at its own  discretion  the  obligations  which it
         assumes  and the  amount  to  which it  assumes  the same if and to the
         extent that the total of the obligations exceeds DM 18.100,000.00.

3.       The  PURCHASER  and the SELLERS will to the best of their power attempt
         to obtain the statement of exemption  from liability as per Paragraph 2
         also in  regard of the  COMPANY's  obligations  vis a vis the  Deutsche
         Industrie-Kreditbank  (the  "IKB  OBLIGATIONS").  The  PURCHASER  does,
         however,  fulfill its  obligations  as per Paragraph 2 and in regard to
         the IKB OBLIGATIONS even now in that the PURCHASER declares herewith to
         hold the  SELLERS  free of any and all  claims  resulting  from the IKB
         OBLIGATIONS  and to reimburse to the SELLERS  following the  COMPLETION
         DATE payments made against the IKB OBLIGATIONS.


                                    Section 5
                    Exemption from liability by the PURCHASER


Over and above the  credit  obligations  to be  assumed  pursuant  to Section 4,
Paragraph 2, the  PURCHASER  relieves  the SELLERS of all debts and  obligations
which were  incurred,  now exist or shall be  incurred in  conjunction  with the
business  operations,  deriving from the business operations or as a consequence
of the  COMPANY's  business  operations  and for which the SELLERS are liable in
accordance with Section 128 of the  Handelsgesetzbuch  {German Commercial Code}.
This does not apply to  obligations  (a) which  derive  from  intentional,  tort
liability  or (b)  which  would  culminate  in a claim by the  PURCHASER  or CFC
against the SELLERS or which for other reasons based on this contract would not 
have to be assumed.


                                    Section 6
                               Company management

1.       Mr. Florian Oeser has, prior to the conclusion of the present contract,
         concluded with the PURCHASER an employment contract as general manager,
         Mr. Jochen Oeser an employment contract as commercial affairs manager.

2.       The  SELLERS  undertake  to manage  the  COMPANY's  business  up to the
         COMPLETION  DATE in close  coordination  with CFC and always within the
         framework of orderly business  operations and to engage in transactions
         beyond the scope of ordinary  business  operations only with the prior,
         written consent of the PURCHASER or CFC.


                                    Section 7
                               SELLERS' warranties


The SELLERS  warrant as follows,  referenced  to the  COMPLETION  DATE,  wherein
warranties  which are given in regard to the  COMPANIES  are  applicable to each
individual COMPANY:


1.       that the COMPANY is a limited-liability partnership properly instituted
         in accordance with the laws of the Federal Republic of Germany and now 
         existing;

2.       that all  facts  eligible  for  entry,  shown in the  extract  from the
         Register of Companies  enclosed as Annex 7.2, are reflected  completely
         and truly,  and in particular  that no  resolutions  eligible for entry
         have been  adopted  which have not yet been  entered in the Register of
         Companies;

3.       that the limited  partnership  capital  contributions have been paid in
         full and, subject to the withdrawal of the assets listed in Clause 2 of
         the  Prefatory  Notes,  have not been refunded and that there exists no
         obligation  for refunding  and that they have been  diminished in value
         due to losses as of December 31, 1998,  to an extent  which,  in total,
         does not exceed the value  specified  in Section 1,  Paragraph  5;2 the
         PURCHASER is aware that the COMPANY has registered further losses since
         December 31, 1998;


4.       that the SHARES as described  in Section 1 do exist,  that they are the
         property of the PARTNERS as  identified in Section 1, and that they are
         not encumbered by any entitlements of third parties,  and in particular
         that

         a)       no SHARE has been attached, pledged, assigned by way of
                  security or for other reasons;

         b)       there exist no options or other rights of third parties to the
                  acquisition or encumbrance of any of the SHARES;

         c)       no SHARE is the subject of any trust;

         d)       no SHARE or entitlement arising from a SHARE is the subject of
                  usufructuary  rights of third parties,  sub-holdings,  dormant
                  partnerships or similar  relationships  or encumbrances  under
                  company law;

         e)       the sale of the SHARES to the PURCHASER does not require any 
                  assents which have not yet been given;

         f)       no insolvency  proceedings  have been applied for or opened in
                  regard to the COMPANY's assets or the assets of one or more of
                  the  SELLERS  and that  there are no  circumstance  prevailing
                  which could  justify a challenge  to the sale of the SHARES in
                  accordance  with  bankruptcy  laws  or the  provisions  of the
                  Contestation Act.

                  Excepted from Letters a), b), c) and d) are entitlements on 
                  the basis of which the SELLERS acquire the SHARES of
                  their co-partners in accordance with Section 1, Paragraph 2, 
                  in order to then sell them to the PURCHASER;


5.       a)       that there are no holdings in the COMPANY  other than those
                  depicted in Section 1,  Paragraphs  1 and 2, and that with the
                  exception  of those  listed in Annex 7.5a there exist no legal
                  circumstances  on the basis of which there exists any claim to
                  participation in the COMPANY's turnover or profit;

         b)       that the PARTNERS have no claims against the COMPANIES with 
                  the exception of the claims by Messrs. Jochen Oeser and
                  Florian Oeser for remuneration through to the COMPLETION DATE 
                  as per the Articles of Association;

6.       that the COMPANY has concluded neither affiliation agreements in the 
         spirit of Section 291 ff. of the {German} Company Act nor joint venture
         agreements nor cooperation agreements and that the COMPANY - with the 
         exception of providing security in the amount of DM 1,000,000 covering 
         the obligations of Oeser France SARL vis a vis the Deutsche Bank AG and
         a letter of responsibility to the amount of ITL 500,000,000 vis a vis 
         the Instituto Bancario, San Paolo di Torino, I-33710 Pordenone for
         Oeser Italia S.r.l. - bears no liability for obligations of any third 
         party based upon letters of responsibility, sureties, guarantees, 
         cumulative assumption of debts or similar legal basis with the 
         exception of the sureties listed in Annex 7.6; that there exist no 
         liabilities to the SUBSIDIARIES for obligations of any third party 
         based upon letters of responsibility, sureties, guarantees, cumulative 
         assumption of debts or similar legal basis;

7.       that the  extracts  from the Land  Register  dated  February  2,  1999,
         describe truly the ownership  situation for and the actual encumbrances
         on the  properties  in  Goppingen  and  Holzheim,  that there  exist no
         contractual encumbrances or limitations and that, with the exception of
         that in Annex 7.7b, there are no public zoning or building restrictions
         on the properties in Goppingen and Holzheim;  that the properties  used
         by  the  COMPANY  at  Rigistrasse  20  in  Goppingen-Holzheim   and  at
         Heinrich-Landerer-Strassee 66 in Goppingen are owned by the COMPANY and
         are encumbered  with mortgages  totaling no more than DM 10,765,000 and
         that no  encumbrance  with further  mortgages has been effected nor has
         such been registered at the Land Registry Office;

8.       that the value of the real estate in Goppingen  and  Holzheim  plus the
         value of the  buildings  erected  subsequently  as  ascertained  in the
         Expert Assessment prepared in about 1993 by the Assessors' Committee of
         the Town of Goppingen (the  "ASSESSMENT")  is at least DM 10,000,000.00
         (in words:  ten million  Deutschmark)  and to the best of the  SELLERS'
         knowledge  there  exist  no   circumstances   according  to  which  the
         assumptions  serving as the basis for the ASSESSMENT or the conclusions
         drawn therefrom are not valid. The SELLERS do not,  however,  undertake
         any guarantee  that the price of DM  10,000,000.00  could  currently be
         realized on the market;


9.       Proprietary rights:


         a)       that to the best of the  SELLERS'  knowledge,  without  having
                  conducted  further research,  Annex 7 reflects  completely and
                  correctly  the  patents,   utility  models,  design  patterns,
                  trademarks, copyrights and other industrial proprietary rights
                  used, required,  invented or registered in or for the business
                  operations   for   world-wide,   unlimited   manufacture   and
                  distribution of the COMPANY's products;

         b)       that the COMPANY, with the exception of the license agreements
                  cited  at  Paragraph  10,  is the  unrestricted  owner  of the
                  patents,   utility  models,   design   patterns,   trademarks,
                  copyrights and other  industrial  proprietary  rights cited in
                  Annex 7;  that to the  best of the  SELLERS'  knowledge  these
                  rights are free of any third-party entitlements,  that they do
                  not violate any rights of third  parties and are not in danger
                  of being  cancelled or declared null and void;  that in regard
                  to the above-mentioned  industrial proprietary rights all fees
                  which  are due  have  been  paid  and  that to the best of the
                  SELLERS' knowledge all other activities required to keep these
                  rights in force have been effected in due time;

         c)       that to the best of the SELLERS'  knowledge  the  operation of
                  the  COMPANIES'  business  activities  does  not  violate  any
                  industrial proprietary rights of third parties;

         d)       that to the best of the  SELLERS'  knowledge,  without  having
                  conducted  further  research,  there exist no  restrictions in
                  regard  to  the   COMPANIES'   using  the  names   "Oeser"  or
                  "Oeserwerk";


10.      Licenses:


         a)       that Annex 7 contains a true and complete  list of all license
                  agreements,  with the exception of software license agreements
                  in normal  business  operations,  which have been concluded by
                  the COMPANIES;

         b)       that  there are no fees  exceeding  DM 10,000  which are to be
                  paid annually to any third party for patents,  utility models,
                  design  patterns,  trademarks,  copyrights,  software or other
                  industrial  proprietary  rights  which  are  employed  in  the
                  COMPANIES'  business  operations if such license fees were not
                  cited among the license  agreements listed in Annex 7 and that
                  the use of the  industrial  proprietary  rights  cited  in the
                  foregoing  clause  is not  limited  by  any  rights  of  third
                  parties;

 11.     that except for the  withdrawal of the assets listed in Clause 2 of the
         Prefatory  Notes  the  PARTNERS  have not made  any  withdrawals  since
         December 31, 1998,  and that none of the COMPANIES'  liabilities  vis a
         vis the PARTNERS, and in particular those arising from PARTNERS' loans,
         has been repaid;


 12.     Annual financial statements:


         a)       that the preliminary, consolidated annual financial statements
                  as of December  31, 1998 (the "ANNUAL  FINANCIAL  STATEMENTS")
                  enclosed  as Annex  7.12  provide  a  picture  of the  assets,
                  financial  and  revenue  situation  of  the  COMPANY  and  the
                  enterprises  affiliated  with it  corresponding  to the actual
                  circumstances;  that the ANNUAL  FINANCIAL  STATEMENTS  depict
                  correctly  and  completely  all  the  COMPANY's   existing  or
                  conditional  assets  and  liabilities  (the  cash  values  are
                  reported  in regard to the  liabilities)  and that the  ANNUAL
                  FINANCIAL  STATEMENTS  have  been  prepared   consistently  in
                  compliance with generally  recognized  bookkeeping and balance
                  sheet rules;

         b)       that up to the  present  date  and up to the  cut-off  date no
                  significant  or  unfavorable   changes  have  taken  place  in
                  comparison  with the ANNUAL  FINANCIAL  STATEMENTS and that no
                  changes have taken place outside ordinary business  operations
                  in regard to the COMPANY's assets and liabilities; significant
                  changes in the spirit of the present  Letter b) are such which
                  would  result in  deviations  of at least DM 500,000  from the
                  ANNUAL FINANCIAL STATEMENTS;


13.      Assets:

         a)       that the COMPANIES'  real property  including  buildings,  the
                  movable  assets and store are in good  condition,  taking into
                  account normal depreciation, corresponding to orderly business
                  operations;  the  PURCHASER is aware that repairs as described
                  in Annex 7.13a are required.

         b)       that the  COMPANIES'  real  property,  the movable  assets and
                  inventory of goods and in  particular  the assets  reported in
                  the ANNUAL FINANCIAL STATEMENTS - with the exception of assets
                  sold in the course of ordinary  business  activity are - aside
                  from the retention of ownership of movable  assets  arising in
                  ordinary   business   activities,   legal  rights  to  attach,
                  encumbrances  entered  in  the  Land  Register  including  the
                  extension to include movable assets as per Section 1120 of the
                  Civil Codes and the other  rights  listed in Annex 7.13b - the
                  unconditional property of the COMPANY, subject to the transfer
                  mentioned in Paragraph 3 of the Prefatory  Notes,  and are not
                  encumbered by entitlements of third parties or otherwise;

14.               a)     aa)  that  there  do not  emanate  from  the  real
                              property  belonging  to the  COMPANY  or from the 
                              real property  used by the  COMPANY  in the past 
                              (the "REAL PROPERTY") any contaminations of the 
                              soil, groundwater or other goods of considerable  
                              value or that such are inflicted on  neighboring  
                              properties  ("ENVIRONMENTAL CONTAMINATIONS");

                         bb)  that the operation of the COMPANY's  enterprises  
                              has in the  past  complied  with  all  applicable 
                              public regulations   and  in   particular   legal 
                              or  other environmental rules imposed by 
                              government offices and currently complies with the
                              same unless the con-compliance is not substantial 
                              and  without significant effects on the 
                              enterprise's operations or financial situation;


                  The SELLERS are also liable in accordance with Letters aa) and
                  bb) for all  expenditures  which are necessary or indicated as
                  per  current  or  future   statutes  in  order  to  carry  out
                  activities  for  recognizing  hazards,   limiting  hazards  or
                  rehabilitation  in so far as such  activities  are required or
                  indicated   in   order   to   eliminate   the    ENVIRONMENTAL
                  CONTAMINATIONS  and in that  way to  ensure  that no  hazards,
                  considerable   disadvantages  or  considerable  nuisances  for
                  significant   protected   goods,   in   particular   those  of
                  individuals  or the public,  arise or persist  ("ENVIRONMENTAL
                  EXPENDITURES");  the  SELLERS  relieve  the  PURCHASER  of all
                  claims  by third  parties  and of  claims  by the  responsible
                  authorities    which   are    referenced   to    ENVIRONMENTAL
                  EXPENDITURES.


         b)       that,  with the exception of product  numbers 609HK and 609WH,
                  which are kept on hand for  application to plastic  materials,
                  the COMPANY  produces no products  and,  with the exception of
                  those  listed  in  Annex  7.14b,  has  in its  inventories  no
                  products which contain heavy metals;  that the products in the
                  COMPANY's  inventories  which contain heavy metals have a book
                  value of less than DM 100,000 at the present day;


         c)       CFC undertakes to submit a copy of the environmental survey by
                  the ERM Lahmeyer to the seller Dr. Ernst Georg Oeser.

15       Litigation and safeguard of rights:

         that with the  exception  of those  cited in Annex 7 no  litigation  or
         administrative procedures with a litigation value of at least DM 25,000
         are pending or, to the best of the SELLERS' knowledge,  are threatening
         in which the COMPANIES are involved our could become  involved and that
         there  exist no  judgments  or  decrees  which  prohibit  or limit  the
         COMPANIES' undertaking certain actions;

16.      Significant contracts:

         that with the exception of the contracts and obligations  listed in the
         annexes  cited  below  there  exist for the  COMPANY  no  contracts  or
         obligations of the types cited below which have significant impact upon
         its financial and business  situation and that, except in the course of
         normal business operations, the contracts cited shall continue in force
         unamended and that there are no prevailing circumstances, including any
         which might arise as a  consequence  of  concluding or carrying out the
         present  contract,  which could  influence  or endanger  the  unchanged
         continuation of these rights and contracts:

         a)       contracts   of   employment    with   the   COMPANY's    legal
                  representatives  and  executives,  and retirement  pension and
                  benefits packages or agreements for legal  representatives and
                  executives;  the  contracts  currently  in force are listed in
                  Annex 7; the  COMPANY may down to the present day remit to the
                  sellers Dr. Ernst Georg Oeser and Mr.  Heinz-Jochen  Oeser and
                  to  Ms.  Ingeborg  Oeser  the  pensions  provided  for  in the
                  COMPANY's Articles of Association;

         b)       other   employment   contracts   that   provide   for   annual
                  remuneration  of more than DM  100,000.00 or rulings in regard
                  to  bonuses,   royalties,   retirement  or  early   retirement
                  arrangements or that contain agreements which provide for more
                  than one  year's  advance  notification  of  termination;  the
                  contracts currently in force are listed in Annex 7;

         c)       contracts   with  all  types  of   consultants   with   annual
                  remuneration of at least DM 25,000 in the individual instance;
                  the contracts currently in force are listed in Annex 7;

         d)       license  agreements and other contracts  regarding  industrial
                  proprietary  rights;  the  contracts  currently  in force  are
                  listed in Annex 7;

         e)       contracts with  customers or suppliers with a value  exceeding
                  DM 100,000.00 per year as well as contracts  which provide for
                  discounts,   deductions,   bonuses  or  pre-payments   not  in
                  accordance  with  standard  business  practices  or which  are
                  calculated  below cost;  the contracts  currently in force are
                  listed in Annex 7;

         f)       rental and leasing agreements,  with the exception of standard
                  leasing  and  rental   agreements  for  office   machines  and
                  equipment;  the  contracts  currently  in force are  listed in
                  Annex 7;

         g)       loans,  credit lines,  suretyships and furnishing  security of
                  any kind,  either  granted  or taken,  with the  exception  of
                  normal  performance bonds and loans to employees which in each
                  case do not exceed two months' salary; the contracts currently
                  in force are listed in Annex 7;

         h)       contracts with sales  representatives,  trade  representatives
                  and franchised  dealers;  the contracts currently in force are
                  listed in Annex 7;

         i)       insurance  policies,  with  the  exception  of  insurance  for
                  company vehicles and insurance covering hazards in low-voltage
                  power circuits; the contracts currently in force are listed in
                  Annex 7;

         j)       agreements limiting competition, which exclude or restrict the
                  COMPANY's right to trade freely in certain products in certain
                  territories;  the  contracts  currently in force are listed in
                  Annex 7;

         k)       contracts with or other rights and  obligations  vis a vis the
                  SELLERS or any of their relatives in the meaning of Section 15
                  of the Tax Code or vis a vis other  companies  in which one or
                  more of the  SELLERS  or their  relatives  in the  meaning  of
                  Section  15 of the Tax Code has  holdings  of at least 5%; the
                  contracts currently in force are listed in Annex 7;

         l)       contracts  or  obligations  out of  which  there  could  arise
                  obligations  which  in the  individual  case  or  cumulatively
                  amount to a total of more than DM 100,000.00 per year or which
                  provide  for   performance   beyond  December  31,  1999;  the
                  contracts currently in force are listed in Annex 7;

         m)       company agreements and agreements with labor unions,  with the
                  exception of industrial or  nationwide  collective  bargaining
                  agreements;  the  contracts  currently  in force are listed in
                  Annex 7;


17.      Fulfilling contracts:

         a)       that the COMPANY has by the COMPLETION  DATE fulfilled all the
                  contracts mentioned above and/or has done everything necessary
                  to satisfy all the  obligations  arising from these  contracts
                  when they become due,  provided that the damages  arising from
                  the violation of this sub-paragraph, Letter a), exceeds DM 500
                  in the individual case;

         b)       that none of the above-mentioned contracts can be terminated 
                  or amended on the basis of the change in the COMPANY's
                  ownership;

         c)       that the  SELLERS are also not aware that any third party will
                  modify any of the  above-mentioned  contracts  or  obligations
                  arising from such  contracts on the basis of the  transactions
                  provided for in the present contract;

         d)       that the prices quoted in all the contracts,  bids, orders and
                  proposals  which are in effect or  pending  at the  COMPLETION
                  DATE and  affect  the  sales of the  COMPANY's  products  were
                  calculated in accordance with the COMPANY's  previous practice
                  in regard to returns and profit margins;


18. Product liability and guarantee claims:

         a)       that the products  delivered by the  COMPANIES are to the best
                  of the SELLERS'  knowledge in compliance  with all regulations
                  under  public  and  private  law -  subject  to the  following
                  special  stipulation  in regard  to  warranty  claims,  and in
                  particular that all products and services were sold subject to
                  standard  guarantee  terms and that there  exist no  guarantee
                  entitlements   which  could  result  in  claims   against  the
                  COMPANIES to a value of more than DM 25,000.00 per customer;

         b)       that the COMPANIES  have not to the present date  delivered or
                  manufactured   any  goods  or  products   from  which  product
                  liability  claims could be derived and for the satisfaction of
                  which  the  COMPANIES  - with  the  exception  of  the  excess
                  provided for in the  insurance  contracts - could not be fully
                  reimbursed by insurance;

19.      that the  COMPANIES  possess all  government  concessions,  permits and
         licenses necessary to conduct business activities and that according to
         the  best  of the  SELLERS'  knowledge  no  revocation,  no  additional
         requirements or limitations of these concessions,  permits and licenses
         are threatening; all these concessions,  permits and licenses, with the
         exception of building permits, are listed in Annex 7;

20.      that the COMPANIES have paid all taxes, social security contributions 
         and other public levies associated with the time period through to 
         December 31, 1998, or have formed appropriate accruals in the ANNUAL 
         FINANCIAL STATEMENTS and, further, that all taxes, social security 
         contributions and other public levies which affect the period from 
         December 31, 1998, to the COMPLETION DATE have been paid in so far as 
         they were payable prior to the COMPLETION DATE; that the COMPANIES had 
         submitted all the required tax returns to the responsible tax 
         authorities prior to the COMPLETION DATE; that the COMPANIES, on the
         COMPLETION DATE, were not in arrears in payments of taxes, levies or 
         social security contributions which are due; that the COMPANY has been 
         audited by the responsible internal revenue office in regard to income,
         turnover and capital taxes through to and including the business year 
         ending on December 31, 1993;

21.      that the COMPANIES are the policyholders  for valid insurance  policies
         in force  against  fire,  theft  and  other  operational  risks  and in
         particular in regard to product  liability and other  liability as well
         as interruptions in operations,  in each case with appropriate coverage
         and terms,  at least  through June 30, 1999; a list of these  insurance
         policies (including the insured risk, policy number, insurance company,
         annual  premiums  and  terms) - with the  exception  of  insurance  for
         company vehicles and covering  hazards in low-voltage  power circuits -
         is contained in Annex 7;

22.      that all  obligations  vis a vis employees,  regardless of whether they
         are due to statutes,  contracts  or  operational  practice,  to pay and
         perform   regular   or   extraordinary   remuneration,    compensation,
         anniversary  awards or retirement  payments or other payments which are
         not a part of the salaries of employees in the business  operations and
         which are associated economically with the period prior to February 28,
         1999, have been fulfilled by the COMPANIES and/or  sufficient  accruals
         have been formed in the ANNUAL  FINANCIAL  STATEMENTS to cover the cash
         value of these obligations in full; that, where nothing to the contrary
         is listed in Annex 7, that the COMPANIES  have,  since January 1, 1998,
         not been the subject of strikes,  work  stoppages or  interruptions  or
         industrial unrest among employees;

23.      that, where nothing to the contrary is listed in Annex 7, and according
         to the best of the SELLERS' knowledge,  no regular customer or supplier
         with whom the COMPANIES  transacted  purchases or sales of more than DM
         100,000.00  in  the  business  year  most  recently  ended  intends  to
         terminate business relationships with the COMPANIES as a consequence of
         the transactions provided for in the present contract;

24. that,  in so far as nothing to the contrary is specified in Annex 7.24,  and
since December 31, 1998,

         a)       the COMPANIES' business has been continued within the 
                  framework of ordinary business operations;

         b)       none of the COMPANIES' material contracts has been modified or
                  terminated;

         c)       with the exception of normal salary increases,  the COMPANIES'
                  remunerations  to  its  legal   representatives,   executives,
                  employees, agents or consultants have not been increased;

         d)       no  pensions,   bonuses,   profit-sharing   schemes  or  other
                  remunerations   for  the  COMPANIES'  legal   representatives,
                  executives  or  employees  have  been  introduced,   nor  have
                  existing obligations of this type been increased;

         e)       the COMPANIES have not taken on any significant obligations or
                  sold or caused to be encumbered major assets except within the
                  framework of normal business activities;

         f)       there has been no  significant  deterioration  in the business
                  profit, the financial  situation,  the assets, the liabilities
                  or the COMPANIES' equity capital;

         g)       there have been no damages or losses, regardless of whether or
                  not covered by  insurance,  which  result in damages or losses
                  exceeding DM 50,000 for the  COMPANIES,  in so far as they are
                  not listed in Annex 7;

         h)       there are no circumstances  of any other kind,  emanating from
                  the  operations,  which  could  have a  significant,  negative
                  impact on the COMPANIES; and

         i)       aside from  obligations  devolving to the COMPANY on the basis
                  of the Articles of  Incorporation,  no payments have been made
                  to the  SELLERS  and no  distribution  of  dividends  has been
                  undertaken.

         The SELLERS do not offer any guarantee as to the  profitability  of the
         COMPANIES.

25.      that the  disposal  of the SHARES  does not  require the consent on the
         part of the  spouse  of any  one or more  SELLERS  in  accordance  with
         Section 1365 of the Civil Code or that such consent has been given;

26.      a)       that the COMPANY is the owner of all shares in the 
                  SUBSIDIARIES;

         b)       that the SUBSIDIARIES have been properly established in 
                  accordance with the laws of their particular domiciles and
                  that they are existing companies;

         c)       that the  contributions  to capital have been paid in full and
                  have not been  returned  and that  there is no  obligation  to
                  repay;

         d)       that  the  partnership  shares  in the  SUBSIDIARIES  are  not
                  encumbered   with  any  rights  of  third   parties   and,  in
                  particular,

                  aa)    no shares have been attached, pledged or assigned as 
                         security or for other reasons;

                  bb)    there exist no options or other rights of third parties
                         to acquire or encumber shares in the SUBSIDIARIES;

                  cc)    no share in the  SUBSIDIARIES  is the subject of any
                         trust arrangement or and there exist no usufructuary
                         rights  of  third  parties,  sub-holdings,   dormant
                         partnerships  or other corporate  relationships  nor
                         encumbrances;

                  dd)    no insolvency or similar proceedings to realize all or 
                         part of the assets of any of the SUBSIDIARIES have
                         been applied for or instituted;

         e)       That there exist no legal  circumstances on the basis of which
                  any  third  party  holds  any  claim to  participation  in the
                  turnover, with the exception of annual turnover bonuses, or in
                  the profits of any of the SUBSIDIARIES to a total of more than
                  DM 25,000;

27.      that the SELLERS have given to the PURCHASER true, correct and complete
         information on all circumstances known to them or to the best of their 
         knowledge recognizable to them which could have a significant impact on
         the COMPANY's economic situation or the business operations. The 
         circumstance that the PURCHASER and its consultant have had access to 
         business records and an opportunity to conduct a survey of the 
         COMPANY's business transactions does not affect the undertakings and 
         guarantees.  Guarantee claims are, however, excluded in so far as the 
         material circumstances relevant to the evaluation and their business 
         consequences were known to the PURCHASER; otherwise, Sections 439, 460 
         and 464 of the Civil Code are not applicable. The PURCHASER is assumed 
         to have the knowledge held by Messrs. Dennis Lakomy and Roger Hruby as 
         well as by the PURCHASER's advisors from the Doser Amereller Noack / 
         Baker & McKenzie law offices and by PricewaterhouseCoopers GmbH
         chartered accountants. In regard to facts with environmental relevance 
         and their economic consequences, the PURCHASER is assumed to have 
         available only the knowledge of the ERM Lahmeyer GmbH International. 
         The SELLERS bear the burden of proof for the exclusion of the warranty 
         entitlements in accordance with this paragraph. Sections 377 and 378 of
         the Commercial Code are not applicable.

28.      In so  far  as  knowledge  is  key  as  regards  the  undertakings  and
         guarantees  in accordance  with the present  Section 7, the SELLERS are
         assumed to have the  current  knowledge  at the  disposal  of the legal
         representatives and COMPANY's employee Mr. Hans-Peter Post as well as a
         knowledge  of all  circumstances  of which Mr.  Post  should  have been
         aware.

29.      In evaluating the  culpability  of the SELLERS in accordance  with this
         contract,  the  due  care  of  an  ordinary  businessman  (Section  43,
         Paragraph 1 of the GmbHG [Limited  Liability  Companies  Act]) shall be
         taken as the standard.  "Best knowledge" in the spirit of this contract
         means active knowledge or culpable lack of knowledge.


                                    Section 8
                     Infringement of the SELLERS' guarantees

1.       If a guarantee is incorrect or incomplete, then the PURCHASER grants 
         the SELLERS a period of 30 days in which to rectify the infringement.

2.       The  PURCHASER  is  entitles  to withdraw  from this  contract  without
         prejudice  to its  entitlement  instead to demand  indemnification  for
         damages in accordance with Paragraph 5:

         a)       If one of  the  guarantees  as per  Section  7,  Paragraphs  1
                  through 5, is false and the SELLERS  fail to  eliminate  these
                  rights of third parties within a reasonable  period of time as
                  specified by the PURCHASER or

         b)       In case of a deliberate deception perpetrated by the SELLERS.

3.       If the conditions stated in Paragraph 2 are present, then the PURCHASER
         may  declare  withdrawal  by  registered  mail with  advice of delivery
         provided that it had previously and also by registered mail with advice
         of delivery  unsuccessfully demanded that the SELLERS within two months
         of the receipt of the demand put the COMPANY in the  situation in which
         it would have been if the guarantees had been correct.

4.       In the event of withdrawal,  CFC shall transfer back to the SELLERS all
         the  SHARES,  free of  limitations  on resale  and any  rights of third
         parties  unless such  limitations  on resale or rights of third parties
         were  already  in  force  when  the  SHARES  were  transferred  to  the
         PURCHASER. The PURCHASER may, instead of withdrawing from the contract,
         demand a reduction in the purchase price.

5.       If one of the guarantees in Section 7 is violated, then the PURCHASER 
         may reduce the purchase price or demand from the SELLERS as joint 
         debtors indemnification for the damages and, if the PURCHASER has 
         suffered damages over and above this, then demand indemnification for 
         these damages as well. The PURCHASER can demand reimbursement for the 
         damages suffered by CFC EUROPE due to violation of the guarantees in 
         reference to the Oeser France SARL. It is, however, possible to claim a
         reduction or indemnification for damages only if the damages resulting 
         from the violation of the guarantees exceeds DM 75,000.00. 
         Indemnification for damages shall be rendered in cash up to an amount 
         of DM 6,000,000.00. Any amount of damages beyond this can be paid by 
         re-assignment of the shares of STOCK; here the closing quotation on the
         final day of trading before that day on which the written notification 
         of the claim for indemnification of damages by the PURCHASER is 
         received by the SELLERS shall be used in calculating the claim for 
         damages satisfied by the transfer of the shares. Any damages going
         beyond this need not be compensated for by the SELLERS.

6.       With the exception of claims to  indemnification  for damages resulting
         from legal  deficiencies  (Section 7,  Paragraphs 1 through 5) and with
         the   exception   of  claims  to   compensation   for  damages   and/or
         reimbursement  for tax and social security levies (Section 7, Paragraph
         20),  claims in accordance  with this present Section 8 lapse 24 months
         after the  COMPLETION  DATE.  Claims  in  accordance  with the  present
         Section  8 to  compensation  for  damages  due  to  legal  deficiencies
         (Section  7,  Paragraphs  1  through  5)  lapse  ten  years  after  the
         COMPLETION DATE.

         Claims  resulting  from a violation of  undertakings  and guarantees in
         regard to tax and social security liabilities (Section 7, Paragraph 22)
         lapse within six months  following  the date upon which the  assessment
         note  issued by the social  security  or tax  authority  becomes  final
         and/or unappealable.

         The periods of  limitation  as  prescribed  in the present  Paragraph 6
         shall be  suspended  as soon as the  PURCHASER  notifies the SELLERS by
         registered  mail  with  advice  of  delivery  of the  violation  of the
         guarantee.

7.       The foregoing  guarantee  regulations are final.  The PURCHASER may, if
         nothing to the contrary is expressly specified in this contract,  lodge
         no  further  claims  against  the  SELLERS,  regardless  of  the  legal
         justification,  which  arise  from  the  infringement  of  contractual,
         pre-contractual  or legal  obligations  unless the  SELLERS  acted with
         intent.

8.       If,  following  the  COMPLETION  DATE,  an  external  tax  audit of the
         COMPANIES  is  conducted,  affecting  the period of time through to the
         COMPLETION  DATE,  then the SELLERS shall be given the  opportunity  to
         participate in the audit and, in particular, in the final consultations
         by way of an agent  pledged to maintain  professional  confidentiality.
         The SELLERS  shall at their  request  and at their  expense be provided
         with all  information  necessary to protect their  interests.  Over and
         above this the SELLERS may at their own expense demand that the company
         affected by the relevant tax assessment file appeal.  Proceedings shall
         then be pursued by the SELLERS, at their own expense.


                                    Section 9
                           Guarantees by the PURCHASER

1.       The PURCHASER guarantees:

         a)       that CFC is a properly established and existing joint stock 
                  company in accordance with the laws of the State of Delaware ;

         b)       that any  contribution  of capital to be paid on the STOCK has
                  been  paid in full and has not been  returned  and that  there
                  exist no obligations on the part of the  shareholders to remit
                  payments or ancillary payments;

         c)       that the  shares of STOCK do exist and are not encumbered with
                  any rights of third parties, and in particular that

                  aa)    no STOCK has been attached, pledged or assigned as 
                         security or for other reasons;

                  bb)    there exist no options or other rights of third parties
                         to acquisition or encumbrance of the STOCK;

                  cc)    no STOCK is the subject of any trust relationship with 
                         the exception of the bank trust administration at
                         the Deutsche Bank AG, Goppingen Branch Office;

                  dd)    no  STOCK or  entitlement  arising  from  STOCK is the
                         subject  of  usufructuary  rights  of  third  parties,
                         sub-holdings,    dormant   partnerships   or   similar
                         relationships or encumbrances under company law;


         d)       that the sale of the  STOCK is  subject  to no  restrictions  
                  beyond those listed in Section 3, Paragraph 2;

         f)3      that no bankruptcy  proceedings  have been opened in regard to
                  the PURCHASER's  assets and that there exist no  circumstances
                  which could justify  contesting  the transfer of the shares of
                  STOCK in accordance with bankruptcy  regulations,  regulations
                  contained  in  legislation  governing  contestation  or  other
                  regulations;

         g)       that  according  to the  best  of the  PURCHASER's  and  CFC's
                  knowledge there exist no significant  circumstances  emanating
                  from the CFC  operations  which  could lead to the  assumption
                  that  today's  stock  exchange  quotation  for the STOCK  will
                  decline  significantly  and in  particular  that at present no
                  issue of  additional  blocks of STOCK which  could  dilute the
                  value of the STOCK is planned.  In particular the PURCHASER is
                  not  liable  for  changes in stock  market  quotations  due to
                  macroeconomic or monetary  influences,  due to a general stock
                  market trend or due to a deterioration of the market situation
                  for the  PURCHASER's  or CFC's  products as well as due to the
                  introduction of a stock option plan.


                                   Section 10
                    Violation of guarantees by the PURCHASER

1.       If a guarantee is incorrect or  incomplete,  then the SELLERS  grant to
         the PURCHASER a reasonable period of time to rectify the violation.

2.       The SELLERS and the  PARTNERS  are  entitled to transfer  the shares of
         STOCK back to the PURCHASER  concurrently upon payment of an additional
         price of DM 12.50 (in words:  twelve Deutschmark and fifty Pfennig) per
         share of stock if one of the  guarantees  as per Section 9 is incorrect
         and the violation is not rectified in accordance with Paragraph 1.

3.       If the  conditions  described  at Paragraph 2 are  satisfied,  then the
         SELLERS can demand, by registered mail with advice of delivery, payment
         of the additional  purchase price. The additional purchase price is due
         one week  following  receipt  of the  registered  mail  with  advice of
         delivery  if the SELLERS  proffer  the return of the STOCK.  Otherwise,
         Section 3,  Paragraph 1, final clause and  penultimate  clause  applies
         mutatis mutandis.

4.       Paragraph 7 applies mutatis mutandis. The guarantee period for claims 
         in accordance with the present Section 10 is 24 months after the 
         COMPLETION DATE.


                                   Section 10a
                       Interim financial statements, taxes

1.       There  exists  agreement  between  the  parties to this  contract  that
         consolidated  interim financial  statements for the COMPANY, at today's
         date,  shall be  prepared  immediately  and at the  COMPANY's  expense,
         following the standard  principles for  bookkeeping and for the drawing
         up of accounts and ensuring  balance  sheet  continuity,  and requiring
         written approval by CFC and the SELLERS.

2.       All  taxes  which  fall  due  as a  result  of the  COMPANY's  business
         operations  and which are to be allocated to the period of time down to
         the present date shall be borne by the  SELLERS;  taxes which are to be
         allocated to later periods shall be borne by the PURCHASER.

3.       The SELLERS undertake to submit to the tax offices  responsible in each
         case tax returns for the period down to the COMPLETION  DATE only after
         they have been examined by a tax accountant commissioned by CFC.


                                   Section 11
                             Joint liability of CFC

CFC assumes joint and several  co-liability for all the PURCHASER's  obligations
arising from this contract or which are in  conjunction  with the  conclusion or
execution of this contract.


                                   Section 12
                        Continued use of the name "Oeser"

The SELLERS grant to the PURCHASER  herewith the  unrestricted,  irrevocable and
perpetual  right  to  continue  to use the  name  "Oeser"  and  the  designation
"Oeserwerk" for any and all operational  purposes, to include use in the company
name and/or logo of the company, as well as to designate products.


                                   Section 13
                               Right to withdrawal

1.       The  PURCHASER  is entitled to  withdraw  from this  contract if it has
         itself  observed the contract and if the  conditions  as per Section 2,
         Paragraph 2, Letter d) have not been  fulfilled  by April 15, 1999,  at
         the latest.

2.       The SELLERS are  entitled to withdraw  from this  contract if they have
         themselves  observed the contract and if all  conditions as per Section
         2,  Paragraph 2, Letters )4 to c), have not been satisfied by April 15,
         1999.

3.       The  entitlement  of a party  to this  contract  to  withdraw  from the
         contract   lapses  as  soon  as  the  condition   which  justifies  the
         entitlement to withdraw occurs.


                                   Section 14
                           Prohibition of competition

1.       Sellers Dr.  Ernst Georg Oeser and Mr.  Heinz-Jochen  Oeser pledge that
         they and the  companies  associated  with them will not,  within  three
         years from the present date, enter into  competition,  either direct or
         indirect, with the COMPANY and will not either directly or indirectly -
         found or participate  in,  provide advice to and/or provide  support in
         any  other  fashion  to a  company  which  is in  competition  with the
         COMPANY's current business operations.  This prohibition of competition
         is limited  geographically to the COMPANIES'  current territory for its
         business activities. Excepted from this are the holdings of sellers Dr.
         Ernst Georg Oeser and Mr. Heinz-Jochen Oeser in companies traded on the
         stock  market in so far as the holdings do not exceed 2% of the capital
         stock of that listed company and holdings in CFC.

2.       If  Dr.  Ernst  Georg  Oeser  or Mr.  Heinz-Jochen  Oeser  violate  the
         foregoing prohibition of competition, then a contractual penalty in the
         sum of DM 50,000.00  shall be paid for each instance of  contravention.
         In the event of ongoing  infringement  of the foregoing  prohibition of
         competition,  each month or fraction  thereof in which the infringement
         incurs  shall be  deemed a  separate  instance  of  contravention.  The
         enforcement  of claims for  compensation  of damages  arising  from the
         violation  of  the  contract  or of the  claim  to  fulfillment  is not
         affected hereby.

                                   Section 15
                                   Final terms

1.       Annexes 2.4 through 7.4 to this contract are essential components in 
         the contract.

2.       This contract is subject to German law.

3.       All additions or  amendments  to this  contract  shall be valid only if
         made in writing in so far as no other  special form is  required.  This
         also applies to the revocation of this written-form clause.

4.       The costs for any  notarization  and  registration for the execution of
         this contract shall be borne by the  PURCHASER.  The SELLERS shall bear
         the costs  incurred due to the payment of the purchase  price through a
         notarial  trust  account.  Otherwise the parties to the contract  shall
         themselves  bear the costs which they incur.  The COMPANY shall bear no
         costs  which would not have been  incurred  during the course of normal
         business;  the COMPANY shall in particular bear no costs which it would
         not have also occurred without the preparation,  the conclusion and the
         conduct of this contract or a sales contract with another purchaser.

5.       All declarations and  notifications  pursuant to this contract shall be
         directed to the following  addresses if the contract party affected has
         not  reported a new  address by way of  registered  mail with advice of
         delivery:

         a)       For the SELLERS, with effect for all SELLERS, who herewith 
                  grant in this respect authorization for receipt to Mr.
                  Florian Oeser:

                  Florian Oeser
                  Oeserwerk Ernst Oeser & Sohne KG
                  Rigistrasse 20
                  73037 Goppingen

         b) For the PURCHASER and CFC:

                  CFC International Ltd.
                  Roger F. Hruby, CEO
                  500 State High Street
                  Chicago Heights, IL 60411
                  USA

6.       The place of performance and court of venue for all disputes is 
         Goppingen.

7.       This contract supersedes all written and oral declarations given by the
         parties to the contract in conjunction with the contract negotiations.

8.       Should individual provisions of this contract be or become ineffective,
         either in whole or in part,  or should there be a gap in the  contract,
         then the validity of the remaining provisions shall not be affected. An
         appropriate provision shall take the place of the ineffective provision
         or to cover the gap which, in so far as this is legally possible, is as
         close as possible to that which the parties to this contract desired or
         which in accordance  with the spirit and purpose of this contract would
         have desired had they taken the point into account.

Stuttgart, March 19, 1999


-------------------------------                  -------------------------------
- Dr. Ernst Georg Oeser -                          - Heinz-Jochen Oeser -


-------------------------------                  -------------------------------
- Florian Oeser -                                 - Jochen Oeser -


-------------------------------                  -------------------------------
- SESVENNA 20.                                   - CFC International Inc.,
  Vermogensverwaltungs GmbH,                       represented by Roger F. Hruby
  Munich,                                          and Dennis W. Lakomy -
  represented by Roger F. Hruby -


--------
1    Later references are to the "SESVENNA 20. Vermogensverwaltungs GmbH".
2    The paragraph  number is not clearly  indicated in the German version 
     provided to the translator. 
3    There is no subparagraph "e)" present in the German version provided to the
     translator.  
4    No letter is  specified  in the German  version provided to the translator.