STOCK REPURCHASE AGREEMENT


     This Stock  Repurchase  Agreement (the  "Agreement")  is entered into as of
June 25, 2001  between CFC  International,  Inc.,  a Delaware  corporation  (the
"Company"),  and  Royce  &  Associates,   Inc.,  a  New  York  corporation  (the
"Shareholder").

                               W I T N E S S E T H

     WHEREAS,  the Shareholder is the investment  adviser to certain  investment
companies and other client  accounts (the  "Accounts")  which are the beneficial
owners of 434,900  shares of the Class A Common Stock,  $.01 par value  ("Common
Stock"),  of  the  Company,  and  the  Shareholder,   having  the  discretionary
authority,  wishes to sell 45,000 of such shares to the Company  (such shares of
Common Stock to be sold being referred to as the "Shares");

     WHEREAS, the Board of Directors (the "Board") of the Company has determined
that it is in the best interest of its  shareholders  for the Company to acquire
the  Shares  owned by the  Shareholder,  all upon the terms and  subject  to the
conditions set forth herein;

     NOW THEREFORE,  in  consideration of the foregoing and the mutual covenants
and agreements herein contained, the Company and the Shareholder hereby agree as
follows:

     1. The  Purchase.  Subject  to the terms and  conditions  set forth in this
Agreement,  the  Company  agrees  to  purchase  from  the  Shareholder,  and the
Shareholder  agrees to sell,  assign and  transfer to the Company on the Closing
Date (as defined below),  all of the Shareholder's  right, title and interest in
and to the Shares.

     2. The Closing.  Delivery by the  Shareholder of the Shares for the account
of the Company against payment of the Cash Consideration (as defined below) (the
"Closing"),  will take  place at 9:00  a.m.,  New York City  time,  on the third
business day following the date of this Agreement, or at such time on such other
date, as may be agreed upon by the  Shareholder  and the Company.  The date upon
which the Closing occurs is herein referred to as the Closing Date.

     3. Payment.  At the Closing,  the Company shall deliver to the  Shareholder
cash consideration of $225,000 plus an amount equal to the reasonable commission
charged  by  the  Shareholder's   broker  to  transfer  the  Shares  (the  "Cash
Consideration") and the Shareholder shall cause its broker to deliver the Shares
to an account  designated by the Company.  The Company shall make payment of the
Cash  Consideration  pursuant  to this  Section  3 on the  Closing  Date by wire
transfer  of  immediately  available  funds  to an  account  designated  by  the
Shareholder.

     4.  Representations  and  Warranties of the  Shareholder.  The  Shareholder
hereby represents and warrants to the Company that:

     (a) The Shareholder is a corporation  duly organized,  validly existing and
in good  standing  under the laws of the State of New York and has the requisite
corporate power and authority and all necessary  governmental  approvals to own,
lease and operate its  properties and to carry on its business as it is now been
conducted.

     (b) The  Shareholder  has all  necessary  corporate  power and authority to
execute and deliver this Agreement,  to perform its obligations hereunder and to
consummate the transactions  contemplated  hereby. The execution and delivery of
this Agreement by the Shareholder and the consummation by the Shareholder of the
sale of the Shares pursuant hereto have been duly and validly  authorized by all
necessary  corporate  action of the Shareholder and no other  proceedings on the
part  of the  Shareholder  are  necessary  to  authorize  this  Agreement  or to
consummate  the purchase of the Shares  hereunder.  This Agreement has been duly
and validly  executed and delivered by the Shareholder  and is the legal,  valid
and binding obligation of the Shareholder,  enforceable  against the Shareholder
in accordance with its terms.

     (c) The execution and delivery of this Agreement by the Shareholder do not,
and  performance  of this  Agreement by the  Shareholder  will not, (i) conflict
with,  violate  or breach the  Certificate  of  Incorporation  or By-laws of the
Shareholder,  (ii)  conflict  with,  violate  or  breach  any  order,  judgment,
injunction or decree of any court, arbitrator, government or governmental agency
or instrumentality  against or binding on the Shareholder or by which any of its
assets or properties are bound or affected,  (iii) constitute a violation by the
Shareholder of any law, rule,  regulation,  order, judgment or decree applicable
to the Shareholder or by which any property or asset of the Shareholder is bound
or affected, (iv) conflict with, violate, breach or cause a default (or an event
which with  notice or lapse of time or both would  become a default)  under,  or
give  to  others  any  rights  of   termination,   amendment,   acceleration  or
cancellation of, any agreement or instrument to which the Shareholder is a party
or by which any of the Shareholder's  assets or properties are bound or affected
or result in the creation of a lien or other encumbrance on any of its assets or
properties or (v) require the consent of any third party or governmental entity.

     (d) The  Shareholder  has had  access to such  information  concerning  the
Company,  its business  and its  financial  condition as it deemed  necessary in
connection with the transactions contemplated by this Agreement.

     (e) On the Closing  Date,  the Accounts will have valid title to all of the
Shares, in each case free and clear of any liens,  charges or encumbrances,  and
such  Shares  will not be subject  to any  claims by virtue of rights,  options,
contracts, calls, agreements or otherwise.

     (f) The sale by the Shareholder pursuant to this Agreement and the delivery
of the  certificate(s)  representing  the Shares to the Company will transfer to
the  Company  good and valid  title to the Shares  free and clear of all claims,
liens, encumbrances,  security interests, proxies, voting and other restrictions
or interests of any nature whatsoever.

     5.  Representations  and  Warranties  of the  Company.  The Company  hereby
represents and warrants to the Shareholder that:

     (a) The Company is a corporation  duly organized,  validly  existing and in
good  standing  under the laws of the State of  Delaware  and has the  requisite
corporate power and authority and all necessary  governmental  approvals to own,
lease and operate its  properties and to carry on its business as it is now been
conducted.

     (b) The Company has all necessary  corporate power and authority to execute
and  deliver  this  Agreement,  to  perform  its  obligations  hereunder  and to
consummate the transactions  contemplated  hereby. The execution and delivery of
this  Agreement  by the  Company  and the  consummation  by the  Company  of the
purchase of the Shares pursuant hereto have been duly and validly  authorized by
all necessary corporate action and no other corporate proceedings on the part of
the Company are  necessary to authorize  this  Agreement  or to  consummate  the
purchase  of the Shares  hereunder.  This  Agreement  has been duly and  validly
executed  and  delivered  by the  Company  and is the legal,  valid and  binding
obligation of the Company,  enforceable  against the Company in accordance  with
its terms.

     (c) The execution and delivery of this Agreement by the Company do not, and
performance  of this  Agreement  by the Company  will not,  (i)  conflict  with,
violate or breach the  Certificate of  Incorporation  or By-laws of the Company,
(ii) conflict with, violate or breach any order, judgment,  injunction or decree
of any court,  arbitrator,  government or governmental agency or instrumentality
against or binding  on the  Company or by which any of its assets or  properties
are bound or affected,  (iii)  constitute a violation by the Company of any law,
rule,  regulation,  order,  judgment or decree  applicable  to the Company or by
which any property or asset of the Company is bound or affected,  (iv)  conflict
with, violate, breach or cause a default (or an event which with notice or lapse
of time or both would become a default)  under,  or give to others any rights of
termination,  amendment,  acceleration  or  cancellation  of, any  agreement  or
instrument  to which the  Company  is a party or by which  any of the  Company's
assets or  properties  are bound or affected or result in the creation of a lien
or other  encumbrance  on any of its assets or  properties  or (v)  require  the
consent of any third party or governmental entity.

     6. Conditions  Precedent to the Company's  Obligations.  The obligations of
the Company to purchase the Shares pursuant to this Agreement are subject to the
fulfillment of the following conditions:

     (a) The representations and warranties of the Shareholder contained in this
Agreement  shall be true and correct in all  material  respects on and as of the
Closing Date, with the same force and effect as if made as of the Closing Date;

     (b) The  performance  of this  Agreement by the Company  shall not conflict
with or violate any order,  judgment or decree  applicable  to the Company or by
which any of its assets or properties are bound or affected;

     (c) The  Shareholder  shall have  delivered  to the Company  certificate(s)
evidencing all of the Shares, together with stock powers in form satisfactory to
the Company executed in blank; and

     (d)  The  board  of  directors  of the  Company  shall  have  approved  the
transactions contemplated by this Agreement.

     7. Conditions Precedent to the Shareholder's  Obligations.  The obligations
of the  Shareholder to sell the Shares pursuant to this Agreement are subject to
the fulfillment of the following conditions:

     (a) The  representations  and  warranties of the Company  contained in this
Agreement  shall be true and correct in all  material  respects on and as of the
Closing Date, with the same force and effect as if made as of the Closing Date;

     (b)  The  Company  shall  have  delivered  the  Cash  Consideration  to the
Shareholder by wire transfer;

     8. Additional Agreements of the Shareholder.

     (a) The  Shareholder  agrees that it will file an Amendment to Schedule 13G
with the Securities and Exchange Commission as soon as practicable following the
Closing  Date  (but in no event  later  than 15 days  after  the  Closing  Date)
disclosing  that  the  Shareholder's  beneficial  interest  in the  Company  has
declined below ten percent of the outstanding Common Stock of the Company.

     (b) During the six years following the date hereof,  the Shareholder agrees
that it will refrain from  purchasing  additional  shares of Common Stock of the
Company if such  purchase or purchases  will cause the  Shareholder's  aggregate
beneficial interest in the Company to exceed 10% of the outstanding Common Stock
of the Company.

     9. Additional Agreements of the Company.

     (a) In the event  that the  Company  undergoes  a "change in  control"  (as
defined in Section 9(b)) within six years  following  the date hereof,  in which
the Per Share  Price (as defined in Section  9(c)  hereto) is in excess of $5.00
per share,  Shareholder  shall be  entitled to receive an amount  calculated  in
accordance  with the  following  formula:  (i) the Per Share  Price  minus $5.00
multiplied  by (ii) 45,000 (such amount being the  "Premium").  The Company will
pay Shareholder  the Premium by wire transfer of immediately  available funds to
an account  designated by  Shareholder  within 30 days following the date of the
change of control.

     (b) A "change in control" of the Company for the purposes of this Agreement
is defined as:

(i)  An acquisition by any individual,  entity or group (a "Person") (within the
     meaning of Section  13(d)(3) or 14(d)(2) of the Securities  Exchange Act of
     1934, as amended (the "Exchange Act")) of beneficial  ownership (within the
     meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of
     either (1) the then outstanding  shares of Common Stock of the Company (the
     "Outstanding Company Common Stock") or (2) the combined voting power of the
     then  outstanding  voting  securities  of  the  Company  entitled  to  vote
     generally in the election of directors  (the  "Outstanding  Company  Voting
     Securities");  excluding,  however,  the  following:  (1)  any  acquisition
     directly  from the  Company,  other  than an  acquisition  by virtue of the
     exercise of a conversion  privilege  unless the security being so converted
     was itself  acquired  directly from the Company,  except to the extent that
     (y) as a result of such acquisition,  the Common Stock is delisted from the
     Nasdaq  National  Market or other  securities  exchange on which the Common
     Stock is then traded or (z) such acquisition is accomplished  pursuant to a
     tender  offer or other going  private  transaction  made  available  to all
     shareholders  of the Company;  (2) any acquisition by Roger F. Hruby or any
     corporation,  partnership,  limited partnership, limited liability company,
     trust,  or other entity  controlled by Roger F. Hruby or for the benefit of
     Roger F. Hruby or members of his immediate family  (collectively  "Hruby"),
     except to the extent  that (y) as a result of such  acquisition  the Common
     Stock is  delisted  from the  Nasdaq  National  Market or other  securities
     exchange on which the Common  Stock is then traded or (z) such  acquisition
     is  accomplished  pursuant  to  a  tender  offer  or  other  going  private
     transaction made available to all  shareholders of the Company;  or (3) any
     acquisition  by any Person  pursuant to a transaction  which  complies with
     clauses (1) and (2) of subsection (ii) of this Section 9(b); or

(ii) The approval by the shareholders of the Company of a reorganization, merger
     or consolidation or sale or other  disposition of all or substantially  all
     of the assets of the Company ("Corporate Transaction"); excluding, however,
     such a Corporate Transaction pursuant to which (1) all or substantially all
     of the  individuals  and  entities  who are the  beneficial  owners  of the
     outstanding  Company Common Stock and Outstanding Company Voting Securities
     immediately  prior to such Corporate  Transaction  will  beneficially  own,
     directly or indirectly,  more than 80% of the outstanding  shares of common
     stock,  and the  combined  voting  power  of the  then  outstanding  voting
     securities entitled to vote generally in the election of directors,  as the
     case may be, of the corporation  resulting from such Corporate  Transaction
     (including,  without  limitation,  a corporation  which as a result of such
     transaction owns the Company or all or  substantially  all of the Company's
     assets,   either  directly  or  through  one  or  more   subsidiaries)   in
     substantially the same proportions as their ownership, immediately prior to
     such Corporate  Transaction,  of the  outstanding  Company Common Stock and
     Outstanding Company Voting Securities, as the case may be and (2) no Person
     will  beneficially  own,  directly  or  indirectly,  more  than  20% of the
     outstanding  shares of common stock of the corporation  resulting from such
     Corporate  Transaction  or the  combined  voting  power of the  outstanding
     voting  securities of such  corporation  entitled to vote  generally in the
     election of  directors,  except to the extent that such  ownership  existed
     with respect to the Company prior to the Corporate Transaction; or

(iii)The approval by the  shareholders of the Company of a complete  liquidation
     or  dissolution of the Company,  other than to a corporation  pursuant to a
     transaction  which would comply with clauses (1) and (2) of subsection (ii)
     of this Section 9(b),  assuming for this purpose that such transaction were
     a Corporate Transaction.

     (c) For purposes of this Agreement,  "Per Share Price" means either (i) the
average reported  closing sales price,  regular way, for the Common Stock on the
Nasdaq National Market or other securities exchange on which the Common Stock is
then  traded,  during the 30-day  period  prior to and  including  the date of a
change in  control,  and/or  (ii) if the  change in  control  is the result of a
tender or exchange offer or a Corporate Transaction, the highest price per share
of Common Stock paid in such tender or exchange offer or Corporate  Transaction.
To the extent  that the  consideration  paid in any such  transaction  described
above consists all or in part of securities or other non-cash consideration, the
value of such  securities or other  non-cash  consideration  shall be determined
reasonably in the sole discretion of the board of directors of the Company.

     10.  Cooperation,  Etc.  Each  of the  Company  and the  Shareholder  shall
cooperate  and use its  reasonable  efforts  to take all  action,  and to do all
things  necessary,  proper or advisable to consummate  the sale of the Shares to
the Company and to otherwise  consummate  and make  effective  the  transactions
contemplated  by this  Agreement,  and shall refrain from taking any action that
shall be inconsistent with, or contrary to, this Agreement.  Each of the parties
hereto shall cooperate and use its reasonable  efforts to resist any attempts to
impose any legal prohibition or restraint on the purchase and sale of the Shares
in  accordance  herewith  and, in the event  thereof,  to remove,  vacate and/or
reverse any such prohibition or restraint.

     11.  Expenses.  The Shareholder  shall be responsible for any legal fees or
other expenses  incurred by the Shareholder in connection with the  transactions
contemplated by this  Agreement.  The Company shall be responsible for any legal
fees or other  expenses  incurred  by it in  connection  with  the  transactions
contemplated by this Agreement.

     12.  Non-Disclosure.  Except  for  filings  required  under the  Securities
Exchange Act of 1934 and except to the extent otherwise required by law, neither
the Company nor the Shareholder shall make any disclosure of the terms hereof or
the negotiations with respect hereto (other than to the parties hereto and their
representatives  and advisors) except pursuant to a press release which shall be
approved by all of the parties hereto prior to the release thereof.

     13.  Amendments;  Waivers.  This Agreement shall not be modified,  amended,
altered or  supplemented,  nor shall any provision of this  Agreement be waived,
except upon the execution and delivery of a written  agreement  executed by each
of the parties hereto.

     14.  Assignments;  Successors.

     (a)  Neither  the Company  nor the  Shareholder  shall  assign any of their
rights or delegate any of their duties under this Agreement.

     (b) This Agreement  shall be binding upon,  inure to the benefit of, and be
enforceable  by, the parties  hereto.  Nothing  expressed or referred to in this
Agreement  is intended or shall be  construed  to give any person other than the
parties to this Agreement any legal or equitable right, remedy or claim under or
in respect of this Agreement or any provision contained herein.

     15. Specific  Performance and Injunctive  Relief.  The parties hereto agree
that irreparable  damage would occur in the event of the breach of any provision
of this Agreement and that the parties shall be entitled to specific performance
of the terms hereof, in addition to any other remedy at law or equity.

     16. Notices.  All notices and other  communications  provided for hereunder
shall be in writing  (including telex and facsimile  communication) and shall be
sent by mail,  telex,  facsimile  or hand  delivery to the  addresses  indicated
below.  Notices  sent by mail shall be deemed  delivered  when  deposited in the
mail, postage prepaid.  Notices sent by facsimile shall be deemed delivered when
the sender receives electronic confirmation of receipt.

                  If to the Company, to:

                  CFC International, Inc.
                  500 State Street
                  Chicago Heights, IL 60411
                  Attention:  Dennis Lakomy
                  Phone:  708-891-3456
                  Fax:  708-758-3976

                  With a copy to:

                  Bell, Boyd & Lloyd
                  Three First National Plaza
                  70 W. Madison Street, Suite 3300
                  Chicago, IL 60602
                  Attention:  D. Mark McMillan
                  Phone:  312-807-4383
                  Fax: 312-372-2098

                  If to the Shareholder, to:

                  Royce & Associates, Inc.
                  1414 Avenue of the Americas
                  New York, NY 10019
                  Attention:  Charles M. Royce
                  Phone:  212-508-4695
                  Fax:  212-752-8875

                  With a copy to:

                  Royce & Associates, Inc.
                  1414 Avenue of the Americas
                  New York, NY 10019
                  Attention:  Howard J. Kashner, General Counsel
                  Phone:  212-508-4529
                  Fax:  212-832-8921

     17.  Governing Law. This  Agreement  shall be governed by, and construed in
accordance  with,  the laws of the State of  Illinois  applicable  to  contracts
executed in and to be performed in that State.

     18.  Headings.  The  descriptive  headings  contained in this Agreement are
included for  convenience  of reference only and shall not affect in any way the
meaning or interpretation of this Agreement.

     19.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed  shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.



<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed as of the date first written above.

                         COMPANY

                         CFC INTERNATIONAL, INC.




                         Dennis Lakomy
                         Executive Vice President and Chief Financial Officer


                         SHAREHOLDER

                         ROYCE & ASSOCIATES, INC.




                         By:
                         Its: