FOURTH AMENDMENT
                     TO AMENDED AND RESTATED LOAN AGREEMENT


                  This FOURTH  AMENDMENT TO AMENDED AND RESTATED LOAN  AGREEMENT
(this  "Amendment")  is  made  as of  September  5,  2000  by  and  between  CFC
INTERNATIONAL,  INC.,  a Delaware  corporation  ("Borrower")  and  LASALLE  BANK
NATIONAL ASSOCIATION, a national banking association ("Bank").

                                   BACKGROUND
                                   ----------

                  A.  Borrower  and Bank are parties to an Amended and  Restated
Loan Agreement dated as of April 1, 1998, as amended as of November 13, 1998, as
of March 19, 1999, and as of July 6, 2000 (as the same may be hereafter amended,
modified or supplemented from time to time, the "Loan  Agreement"),  pursuant to
which Bank has made (i) revolving  loans and advances in an aggregate  principal
amount outstanding not to exceed $4,500,000 to Borrower, and (ii) a term loan in
an aggregate principal amount outstanding not to exceed $2,625,000;

                  B.  Borrower  has  requested  that  Bank  make a new  loan  to
Borrower in the amount of $3,200,000,  and Bank is willing to make such new term
loan  provided that  Borrower  enter into this  Amendment and upon the terms and
conditions set forth herein.

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

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

                  SECTION 1         AMENDMENTS TO LOAN AGREEMENT

                  1.1  Section  1 of the Loan  Agreement  is hereby  amended  by
inserting  the  following  new  definitions  in their  appropriate  alphabetical
positions:

             "Collateral" means any and all of Borrower's Equipment  wheresoever
             located and whether now or hereafter  owned,  acquired,  arising or
             existing,  all  proceeds  of  the  foregoing  (including,   without
             limitation, all proceeds of insurance policies or letters of credit
             covering   or  related  to  the   foregoing)   and  all   writings,
             correspondence,  books, files, invoices,  bills of lading, purchase
             orders,  computer files and programs,  computer tapes and discs and
             cards,  accounting  records,  data,  information  and other records
             relating to the  foregoing,  together  with all  monies,  deposits,
             accounts,  credits  or  other  property  now  or  hereafter  in the
             possession of the Bank for the account of Borrower.

             "Equipment"  has  the  meaning  assigned  in the  Illinois  Uniform
             Commercial   Code,   wheresoever   located,   including,    without
             limitation,  all equipment and fixtures,  office  machines,  tools,
             dyes, dies, furniture,  machinery, vehicles, trade fixtures and all
             other tangible personal  property (other than Inventory),  together
             with any and all  accessories,  parts  and  appurtenances  thereto,
             substitutions   therefor  and  replacements  thereof,   wheresoever
             located,  whether  now or  hereafter  owned,  acquired,  arising or
             existing.

             "Permitted  Liens" means Liens on the  Collateral  (i) provided for
             under this Agreement, the Second Term Note or the Loan Documents in
             favor of the  Bank;  (ii)  arising  out of  judgments  or awards in
             respect of which  Borrower  shall in good faith be  prosecuting  an
             appeal or  proceedings  for review and in respect of which Borrower
             shall have  secured a  subsisting  stay of  execution  pending such
             appeal or proceedings for review,  provided Borrower shall have set
             aside  reserves  which  the Bank  reasonably  deems  adequate  with
             respect to such judgment or award;  (iii)  purchase  money security
             interests  in any  Equipment  acquired  by  Borrower to the maximum
             amount of $100,000.

             "Second Term Loan" means that certain  second term loan made by the
             Bank to the  Borrower  as more  particularly  described  in Section
             2.5.1.

             "Second  Term  Loan  Maturity  Date" has the  meaning  set forth in
             Section 2.5.2 hereof.

             "Second  Term Note"  means the  Second  Term Note  executed  by the
             Borrower as defined in Section 2.5.2, which is in the form attached
             hereto as Exhibit C.

             "Swap Rate" means the rate of interest  equal to the per annum rate
             of interest at which the Bank determines its cost of funds equal to
             the  yield  on  the  five-year  United  States  Treasury  Notes  or
             Securities  plus  a  corresponding  swap  spread  as  published  in
             Bloomberg's Financial Markets Commodities News, in effect from time
             to time, and in the absence of such  publication,  as determined by
             the Bank in its sole discretion.

                  1.2  Section  1 of the Loan  Agreement  is hereby  amended  by
inserting the following amended  definitions in their  appropriate  alphabetical
positions:

             "Loan(s)" shall mean,  individually and collectively,  each and all
             Revolving  Loans,  the Term Loan,  and the Second Term Loan made by
             the Bank to the  Borrower  and all Letters of Credit  issued by the
             Bank for the  benefit of the  Borrower  under and  pursuant to this
             Agreement.

             "Note(s)"  shall mean the Revolving  Note,  the Term Note,  and the
             Second Term Note, and each one of them.

1.3 Section 2 of the Loan  Agreement is hereby  amended by adding the  following
new Section 2.3, and renumbering  the existing  Sections 2.3 and 2.4 to Sections
2.4 and 2.5, respectively:

                           2.3      Second Term Loan

                           2.3.1 Funding of the Term Loan.  Subject to the terms
                      and  conditions of this  Agreement,  the Bank shall make a
                      second  term loan  (the  "Second  Term  Loan") on the date
                      hereof  to  Borrower  in the  principal  amount  of  Three
                      Million Two Hundred  Thousand  Dollars  ($3,200,000)  (the
                      "Second Term Loan Commitment").

                           2.3.2 Second Term Note;  Repayment of  Principal.  In
                      order to evidence the Second Term Loan on the date hereof,
                      Borrower  will execute and deliver a promissory  note,  in
                      the form of  Exhibit C hereto  (together  with any and all
                      amendments,  modifications,   supplements,  substitutions,
                      renewals,   extensions,  and  restatements,   thereof  and
                      therefor, the "Second Term Note"),  repayable and maturing
                      in  accordance  with and bearing  interest as set forth in
                      this  Agreement  and as set forth in the Second Term Note.
                      Payments  of  principal  amounts  due  under the Term Note
                      shall   be  made  in   fifty-nine   (59)   equal   monthly
                      installments   of   principal,   each  in  the  amount  of
                      Fifty-Three  Thousand Three Hundred  Thirty-three  Dollars
                      ($53,333),  plus  interest,  commencing on October 1, 2000
                      and continuing on the first day of each month  thereafter,
                      unless  such day is not a Business  Day,  then on the next
                      succeeding  Business Day, with a final  installment of the
                      then  outstanding  principal  balance  together  with  all
                      interest accrued thereon on September 5, 2005 (the "Second
                      Term Loan Maturity Date").

                           2.3.3 Second Term Loan Interest Rate;  Payments.  The
                      Second  Term  Loan  shall  bear  interest  on  the  unpaid
                      principal balance thereof at a rate per annum equal to the
                      Swap  Rate,  plus  two  and  one  tenth  percent  (2.10%).
                      Interest shall be payable  monthly in arrears,  commencing
                      on October 1, 2000 and continuing on the first day of each
                      month  thereafter,  unless such day is not a Business Day,
                      then on the next succeeding Business Day.

                  1.4      Renumbered Section 2.5 of the Loan Agreement is
hereby amended and restated as follows:


                           2.5      Prepayment.
                                    ----------

                           2.5.1 Term Loan.  The  principal  balance of the Term
                      Loan  may be  prepaid  in  whole  or in part  at any  time
                      without  premium or penalty,  provided that any prepayment
                      of the Term Loan (i) shall include accrued interest on the
                      amount of such  prepayment to the date of such  prepayment
                      and  (ii)  shall  be  in a  minimum  amount  $10,000  or a
                      multiple of $1,000 in excess thereof.

                           2.5.2 Second Term Loan. The principal  balance of the
                      Second Term Loan may be prepaid in whole or in part at any
                      time  without  premium  or  penalty,   provided  that  any
                      prepayment  of the  Second  Term  Loan (i)  shall  include
                      accrued  interest on the amount of such  prepayment to the
                      date of such  prepayment  and (ii)  shall be in a  minimum
                      amount $10,000 or a multiple of $1,000 in excess  thereof.
                      In connection with any prepayment, in whole or in part, of
                      the  Second  Term  Loan,  Borrower  shall  pay to  Bank as
                      provided  hereunder,  a "Make Whole Premium Amount" if the
                      "Reinvestment Yield" (as hereinafter defined) is less than
                      Bank's matched cost for the Loan being prepaid.  The "Make
                      Whole Premium Amount" shall equal the positive  difference
                      between two sums  determined by subtracting the second sum
                      from the  first  sum,  each  sum  representing  the  total
                      cumulative  present  value of each  payment  of  principal
                      being  prepaid.  The  first  sum  shall be  calculated  by
                      discounting each such prepaid amount utilizing an interest
                      factor  equal to Bank's  matched  cost for the Loan  being
                      prepaid.  The "Reinvestment Yield" shall be defined as the
                      sum of 210 basis points plus the U.S. Treasury Rate for an
                      issue with comparable  average life to that portion of the
                      Second Term Loan being prepaid plus the corresponding swap
                      spread  as  published  in  Bloomberg's  Financial  Markets
                      Commodities  News.  In the  absence of material  error,  a
                      certificate from the Bank specifying such losses, costs or
                      expenses  shall be conclusive  and binding on all parties.
                      The Second Term Loan shall be conclusively  deemed to have
                      been funded on behalf of Bank in the manner  specified  by
                      it in such  calculations by the purchase of a matched fund
                      deposit  corresponding in amount and maturity to such Term
                      Loan.

                  1.5      Section 3 of the Loan Agreement is hereby amended by
adding the following new Section 3.1:

                           3.1      SECURITY FOR THE SECOND TERM LOAN.

             3.1.1    Grant of Security Interest. As continuing security for the
                      prompt payment and performance of the Second Term Loan and
                      indebtedness of the Borrower to the Bank, including all
                      refinancings, renewals, extensions, modifications and
                      substitutions thereof or therefor, to be retained by the
                      Bank, until the Second Term Loan and indebtedness of the
                      Borrower is fully satisfied, Borrower hereby pledges,
                      assigns, transfers, delivers and sets over to the Bank as
                      security for the Second Term Loan all of Borrower's right,
                      title and interest in and to, and grants the Bank a Lien
                      on and security interest in, all of the Collateral and any
                      and all amounts which may be owing from time to time by
                      the Bank or any other financial institution to Borrower in
                      any capacity, including without limitation, any balance or
                      share belonging to Borrower, or any monies, deposits,
                      credits, accounts or other Property in the possession of
                      the Bank.  The Liens and security interests under this
                      subsection shall be first and prior to any other Liens and
                      security interests in and on the Collateral, and Borrower
                      shall permit no Liens, except for Permitted Liens, to
                      attach to the Collateral.

             3.1.2    Perfection of Security Interests.  The Borrower hereby
                      agrees to, and shall, complete, execute and deliver to the
                      Bank, in form and substance satisfactory to the Bank, all
                      mortgages, security agreements, collateral assignments,
                      endorsements and financing statements, all amendments to
                      and continuation statements for the foregoing, any
                      schedules to be attached to the foregoing and forms or
                      other documents to be completed in connection with the
                      foregoing, and hereby agrees to and shall take all such
                      other action, which the Bank may reasonably request from
                      time to time and which the Bank deems necessary for the
                      perfection or continued perfection of the security
                      interests granted under Section 3.1.1 above.  The Borrower
                      hereby agrees with the Bank that a carbon, photographic or
                      other reproduction of this Agreement may be filed in lieu
                      of, and shall be sufficient as, a financing statement.
                      Borrower hereby authorizes the Bank, without requiring the
                      Bank to do so, to execute and file any such financing
                      statements, amendments, continuation statements,
                      applications to note the Bank's lien on certificates of
                      title, schedules, forms or other documents on behalf of
                      and as the attorney-in-fact for Borrower in order to
                      perfect the security interests granted under
                      Section 3.1.1 above.

             3.1.3    Appointment as Attorney-in-Fact.  Borrower hereby
                      irrevocably designates, makes, constitutes and appoints
                      the Bank as Borrower's true and lawful attorney-in-fact,
                      which appointment is coupled with an interest, and
                      authorizes and empowers the Bank, in Borrower's or the
                      Bank's name, upon the happening or occurrence and during
                      the continuation of an Event of Default hereunder, at such
                      time or times thereafter as the Bank may determine: (i) to
                      lease, collect, transfer, store, or dispose of the
                      Collateral and collect all proceeds thereof and direct
                      obligors thereon to make payment thereon directly to the
                      Bank; (ii) to exercise all of Borrower's rights and
                      remedies with respect to the Collateral; (iii) to sign any
                      bill of sale, or other instrument of transfer on the
                      account of the Collateral upon such terms, for such
                      amount, and at such time or times as the Bank deems
                      advisable; (iv) to settle, adjust or compromise any
                      claims or legal proceedings with respect to the
                      Collateral ; (v) to discharge or release any party liable
                      with respect to the Collateral; (vi) to prepare, file and
                      sign Borrower's name on and to any bankruptcy proof of
                      claim form or other similar document on account of the
                      Collateral; (vii) to prepare, file, sign or release in
                      Borrower's name any notice of lien, claim or mechanic's
                      lien, assignment or satisfaction or lien, or mechanic's
                      lien or similar document in connection with the
                      Collateral; and (viii) to take control in any commercially
                      reasonable manner of any Collateral.

                  1.6      Section 9 of the Loan Agreement is hereby amended by
adding the following new Sections 9.11, 9.12 and 9.13:


             9.11     Collateral   Covenants.   Borrower   shall   maintain  the
                      Collateral  at the  location  set  forth in  Section  13.8
                      hereof,  at the locations set forth on Schedule 9.11 or at
                      such other  addresses  as the Bank shall be informed of by
                      30 days prior written notice.  Borrower agrees to maintain
                      books and  records as to the  location  of any  Collateral
                      that is in  transit  or  otherwise  is not  located at the
                      location  set forth in Section  13.8 hereof or on Schedule
                      9.11 and make such books and records available to the Bank
                      upon request of the Bank.

             9.12     Repair and Maintenance.  Borrower will maintain all of the
                      Collateral  in good  condition  and  repair  and in proper
                      working order, normal wear and tear excepted. In the event
                      the Borrower fails in the foregoing,  the Borrower  hereby
                      authorizes,  without  requiring  the Bank,  to perform the
                      same  and to  incur  such  costs,  fees  and  expenses  in
                      connection  therewith  which shall be payable on demand by
                      the Borrower.

             9.13     Defense of  Collateral.  Borrower  shall pay, or
                      cause to be paid,  when due, all  Indebtedness,  claims or
                      demands with respect to the Collateral  which,  if unpaid,
                      might  result in, or permit the  creation  of, any Lien or
                      encumbrance   on  the   Collateral,   including,   without
                      limitation,  all claims for labor, materials and supplies,
                      and,  in  general,  do and  cause to be  done,  everything
                      reasonably  necessary  to fully  preserve  the  rights and
                      interests of the Bank under this  Agreement  and the other
                      Loan Documents.  In addition,  Borrower shall at all times
                      defend  the  Bank's  rights  and  interests  in and to the
                      Collateral, and the first priority position of said rights
                      and  interests  against  any and all  claims of any person
                      adverse to the Bank (except  Permitted Liens) and take all
                      necessary  or  appropriate  actions to give  effect to the
                      Bank's  priority of rights and interests  contemplated  by
                      this Agreement and the other Loan Documents.

                  1.7      Section 12 of the Loan Agreement is hereby amended by
adding the following new Sections 12.4 and 12.5:


             12.4     Sale of  Collateral.  Upon an  Event  of  Default  and the
                      declaration  that the Second Term Note is due and payable,
                      the Bank may immediately,  with only such demand or notice
                      to the  Borrower  as may be required by the version of the
                      Uniform Commercial Code currently enacted in Illinois, all
                      of such other or further demand or notice hereby expressly
                      waived by the Borrower to the extent permitted by law, and
                      without  advertisement  except as may be  required  by the
                      version of the Uniform  Commercial Code currently  enacted
                      in Illinois  (or other  applicable  jurisdiction),  lease,
                      sell or otherwise dispose of or realize upon, at public or
                      private auction or sale in Chicago, Illinois or elsewhere,
                      the  whole  or,  from  time  to  time,  any  part  of  the
                      Collateral  of the  Borrower  or any  interest  which  the
                      Borrower  may  have  therein.   The  Borrower   agrees  to
                      assemble,  or cause to be  assembled,  at its own expense,
                      the  Collateral  at such place or places as the Bank shall
                      reasonably  designate  and the Bank  may,  in its sole and
                      complete  discretion,   reasonably  exercised,  cause  the
                      Collateral  of the  Borrower  to remain on the  Borrower's
                      premises at the Borrower's expense, pending sale, lease or
                      other disposition of said Collateral.  The Bank shall have
                      the right to conduct such sales on the Borrower's premises
                      at the Borrower's expense or elsewhere. Any sale, lease or
                      other disposition of the Collateral of the Borrower may be
                      for cash,  credit or any combination  thereof and the Bank
                      may purchase all or any part of the Collateral and in lieu
                      of actual payment of such purchase price,  may set off the
                      amount of such purchase  price against the  Obligations of
                      the  Borrower,  free from any right of  redemption  on the
                      part of the  Borrower,  which  right is hereby  waived and
                      released.  After  deducting from the proceeds of the sale,
                      lease or other disposition of said Collateral all expenses
                      incurred by the Bank in  connection  therewith  (including
                      reasonable  attorneys  fees),  the Bank  shall  apply such
                      proceeds  towards the  satisfaction  of the Obligations of
                      the  Borrower,  and shall  account to the Borrower for any
                      surplus  of  such  proceeds.  The  Borrower  shall  remain
                      jointly and  severally  liable for any  deficiencies.  Any
                      notice  required to be given by the Bank of a sale,  lease
                      or other  disposition or other intended action by the Bank
                      with  respect  to any of the  Collateral  of the  Borrower
                      shall be mailed by the Bank,  ten (10) days  prior to such
                      sale, lease or other  disposition or other intended action
                      by  depositing  such  notice in the  United  States  mail,
                      postage  prepaid and duly addressed to the Borrower at the
                      addresses specified in Section 13.8 hereof and such notice
                      shall constitute, and the Borrower agrees that such notice
                      constitutes reasonable and seasonable notice of such sale,
                      lease or other disposition or other intended action.

             12.5     Application of Proceeds.  The Bank may apply all proceeds,
                      payments and prepayments hereunder, first, to the fees and
                      expenses  of the Bank,  second,  to interest on the Second
                      Term Loan and third to the  principal  of the Second  Term
                      Loan.  The  remainder,  if any,  shall be delivered to the
                      Borrower.

                  SECTION 2         REPRESENTATIONS AND WARRANTIES

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

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

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

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

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

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

                  SECTION 3  CONDITIONS PRECEDENT

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

                  3.1 Borrower  shall have  delivered to Bank a Second Term Note
in the original principal amount of $3,200,000,  made by Borrower and payable to
the order of Bank, in the form of Exhibit A attached hereto.

                  3.2 Borrower shall have delivered a UCC-1 Financing Statement,
with Bank as secured party, covering the Collateral.

                  3.3  Borrower  shall  have  paid to the Bank a loan fee in the
amount of $16,000 for extending the Second Term Loan.

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

                  SECTION 4  GENERAL PROVISIONS

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

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

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

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

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






                  (Remainder of page intentionally left blank)


<PAGE>


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

                         CFC INTERNATIONAL, INC.



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

                         LASALLE BANK NATIONAL ASSOCIATION



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



<PAGE>


                                  Schedule 9.11

CFC Holographics
2001 Palma Drive
Ventura, CA 93003


CFC International
1030 Industrial Drive
Matthews, NC 28105


CFC International
1655 Union Street
Unit 109
Chicago Heights, IL 60411


<PAGE>


                                                 Exhibit A to Fourth Amendment

                                SECOND TERM NOTE

$3,200,000                                                  September 5, 2000


                  CFC   International,   Inc.,  a  Delaware   corporation   (the
"Borrower"),  for value received, hereby promises to pay to the order of LaSalle
Bank National  Association,  a national banking  association  (the "Bank"),  the
principal sum of Three Million Two Hundred Thousand Dollars ($3,200,000),  in 59
consecutive monthly installments of principal, each in the amount of Fifty-Three
Thousand Three Hundred Thirty-Three and 00/100 Dollars ($53,333), plus interest,
commencing  on  October  1, 2000 and  continuing  on the first day of each month
thereafter,  unless  such  day is not a  Business  Day (as  defined  in the Loan
Agreement (defined hereunder)), then on the next succeeding Business Day, with a
final  installment of the then outstanding  principal  balance together with all
interest accrued thereon on September 5, 2005.

                  Any and all principal  amounts remaining unpaid hereunder from
time to time shall bear  interest  from the date hereof until paid,  computed on
the basis of actual number of days elapsed over a 360-day  year,  payable on the
first day of each month commencing  September 5, 2000, at a fixed rate per annum
equal to nine and  nine-hundredths  percent (9.09%),  calculated on the basis of
actual days elapsed over a 360-day year.

                  This  Note may be  prepaid  in whole or in part in  accordance
with the terms of the Loan Agreement.

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

                  All payments of  principal  and interest on this Note shall be
payable in lawful money of the United  States of America.  In no event shall the
interest  payable  exceed the  highest  rate  permitted  by law.  Principal  and
interest shall be paid to Bank at 135 South LaSalle  Street,  Chicago,  Illinois
60603,  or at such  other  place as the  holder  of this Note may  designate  in
writing to Borrower.  Borrower  authorizes Bank to charge its account maintained
with Bank in amounts equal to all payments of principal,  accrued interest,  and
fees  from  time to time as they  come due and  payable  hereunder  or under any
agreement  pursuant to which this Note was issued.  All payments hereunder shall
be  applied  as  provided  in the  Loan  Agreement.  In  determining  Borrower's
liability  to the Bank  hereunder,  the books and  records  of the Bank shall be
controlling absent arithmetic or manifest error.

                  This Note evidences certain  indebtedness  incurred under that
certain Amended and Restated Loan  Agreement,  dated as of April 1, 1998, and as
amended as of November 13, 1998, as of March 19, 1999, as of July 6, 2000 and as
of the  date  hereof  between  Borrower  and Bank (as  heretofore  or  hereafter
amended, the "Loan Agreement), to which reference is hereby made for a statement
of the terms and conditions under which the due date of this Note or any payment
thereon may be accelerated or is automatically accelerated,  or under which this
Note may be prepaid or is  required to be prepaid.  All  capitalized  terms used
herein shall,  unless otherwise  defined herein,  have the meanings set forth in
the Loan  Agreement.  The holder of this Note is entitled to all of the benefits
provided  in said Loan  Agreement  and the Loan  Documents  referred  to herein.
Borrower  agrees to pay all costs of collection  and all  reasonable  attorneys'
fees paid or incurred in enforcing any of the Bank's rights  hereunder  promptly
on demand of the Bank and as more fully set forth in the Loan Agreement.

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

                  This  is  the  Second  Term  Note  referred  to  in  the  Loan
Agreement.  This Note is secured by, among other  things a security  interest in
the Collateral  granted to the Bank pursuant to the Loan Agreement and the other
Loan Documents.

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

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

                  If any  provision of this Note or the  application  thereof to
any party of  circumstance  is held invalid or  unenforceable,  the remainder of
this  Note  and  the   application   of  such  provision  to  other  parties  or
circumstances will not be affected thereby and the provisions of this Note shall
be severable in any such instance.

                  BORROWER  HEREBY  WAIVES  ANY RIGHT SUCH  BORROWER  MAY NOW OR
HEREAFTER HAVE TO SUBMIT ANY CLAIM,  ISSUE OR DEFENSE ARISING HEREUNDER OR UNDER
THE OTHER DOCUMENTS RELATING TO THIS NOTE TO A TRIAL BY JURY.
                  This Note shall be deemed to have been made under and shall be
governed in accordance  with the internal laws and not the conflict of law rules
of the State of Illinois.

                         CFC INTERNATIONAL, INC.




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