AMENDMENT TO REIMBURSEMENT AGREEMENT


                  This AMENDMENT TO REIMBURSEMENT  AGREEMENT (this  "Amendment")
is made as of July 6, 2000 by and between CFC EUROPE  GmbH,  f/k/a  Sesvenna 20.
Vermogensverwaltungs Gmbh ("Applicant") and LASALLE BANK NATIONAL ASSOCIATION, a
national banking association ("Bank").

                                   BACKGROUND
                                   ----------

                  A. Bank has heretofore  issued its Irrevocable  Standby Letter
of Credit  dated as of March 18,  1999 (the  "Letter of  Credit")  to secure the
obligations  and liabilities of Applicant to ABN AMRO Bank  (Deutschland)  ("ABN
AMRO") under the line of credit and term loan  facilities  provided to Applicant
by ABN AMRO.

                  B. Applicant has requested that Bank increase the face amount
of the Letter of Credit to DM 21,949,766.

                  C. Bank is willing to increase the face amount of the Letter
of Credit upon the terms and conditions set forth herein.

                  D. Terms used herein but not defined herein shall have the
meanings assigned to them in the Reimbursement 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 REIMBURSEMENT AGREEMENT

                  1.1 The  Reimbursement  Agreement is hereby amended to provide
that all  references  to the "Letter of Credit" shall mean the Letter of Credit,
as amended and increased and attached to the Reimbursement Agreement in the form
of Exhibit A thereto.

                  1.2 Section 2 of the Reimbursement Agreement is hereby amended
by  deleting  the  amount  "DM  19,425,000"  in the fifth  line  thereof  and by
inserting in its place the amount "DM 21,949,766".

                  1.3  Section  3(e) of the  Reimbursement  Agreement  is hereby
amended by deleting the address "4747 West Irving Park Road,  Chicago,  Illinois
60641" in the third and fourth  lines  thereof and by inserting in its place the
address "135 South LaSalle Street, Chicago, Illinois 60603".

                  1.4 Section 4 of the Reimbursement Agreement is hereby amended
by deleting  the amount "DM 218,750" in the second line thereof and by inserting
in its place the amount "DM  318,750"  to provide  that the Letter of Credit now
reduces by such amount on a quarterly basis.

                  1.5  Section  8(d) of the  Reimbursement  Agreement  is hereby
amended by deleting  the amount "$1" in the second line thereof and by inserting
in its place the amount "$1,000".


                  SECTION 2         REPRESENTATIONS AND WARRANTIES

                  To induce Bank to increase the amount of the Letter of Credit,
Applicant represents and warrants to Bank that:

                  2.1  Compliance  with  Reimbursement  Agreement.  On the  date
hereof,  Applicant is in compliance  with the terms and  provisions set forth in
the  Reimbursement  Agreement (as modified by this  Amendment),  and no Event of
Default  specified in Section 10 of the  Reimbursement  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, and 9
of the  Reimbursement  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 Applicant. Applicant has full power
and  authority  to enter  into  this  Amendment  and to incur  and  perform  the
obligations  provided for under this Amendment and the Reimbursement  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 Applicant, fully
enforceable against Applicant, in accordance with its terms.

                  2.5  No Conflicting  Agreements. The execution and performance
by the  Applicant of this  Amendment  will not (i) violate any provision of law,
any order of any  court or other  agency of  government,  of the  organizational
documents of Applicant,  or (ii) violate any indenture,  contract,  agreement or
other  instrument  to which  Applicant  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 Applicant.


                  SECTION 3  GENERAL PROVISIONS

                  3.1  Except  as  amended  by this  Amendment,  the  terms  and
provisions of the Reimbursement  Agreement shall remain in full force and effect
and are hereby affirmed, confirmed and ratified in all respects.

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

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

                  3.4 Applicant 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.

                  3.5 On or after the effective  date hereof,  each reference in
the Reimbursement  Agreement to this "Agreement" or words of like import,  shall
unless the context otherwise  requires,  be deemed to refer to the Reimbursement
Agreement.

                  3.6 Applicant hereby agrees to pay to Bank a fee in the amount
of $5,000 in connection with the increase in the Letter of Credit.



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<PAGE>




                  IN  WITNESS  WHEREOF,  Applicant  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.

                                            APPLICANT:

                                            CFC EUROPE GMBH


                                            By: _________________________
                                            Title: ________________________


                                            BANK:

                                            LASALLE BANK NATIONAL ASSOCIATION



                                            By: _________________________
                                            Title: ________________________




<PAGE>

                            REAFFIRMATION OF GUARANTY

                  This Reaffirmation of Guaranty (this  "Reaffirmation"),  dated
as of the  7th  day of  July,  2000,  is  executed  by CFC  International,  Inc.
("Guarantor"),  in favor of LaSalle Bank National Association ("Bank"),  and has
reference to the following facts and circumstances:

                  A. Pursuant to that certain  Reimbursement  Agreement dated as
of March 19,  1999  (herein  as  amended  or  modified  from  time to time,  the
"Reimbursement  Agreement") between Bank and CFC Europe GmbH, f/k/a Sesvenna 20.
Vermogensverwaltungs GmbH ("Borrower"),  Guarantor guarantied the obligations of
Borrower to Bank  pursuant to that certain  Guaranty  dated as of March 19, 1999
(the "Guaranty").

                  C.   Borrower   intends   to  enter  into  an   Amendment   to
Reimbursement  Agreement pursuant to which Bank shall increase the amount of its
irrevocable  standby letter of credit issued by Bank for the benefit of ABN AMRO
Bank  (Deutschland)  ("ABN AMRO") to secure the  obligations  of Borrower to ABN
AMRO in  connection  with the  increase  in the  amount of the  facilities  made
available by ABN AMRO to Borrower.

                  D.       Guarantor is an affiliate of and is financially
interested in Borrower.

                  E.       Guarantor desires that Bank enter into the Amendment.

                  F.       Bank is willing to enter into the Amendment only upon
the condition that Guarantor execute and deliver this Reaffirmation in favor of
Bank.

                  NOW, THEREFORE,  in consideration of the foregoing,  Guarantor
hereby agrees as follows:

                  1.       The preambles to this Reaffirmation are hereby
incorporated herein by this reference thereto.

                  2.       Guarantor  hereby  expressly  reaffirms and assumes
(on the same basis as set forth in the  Guaranty as amended  hereby) all of
Guarantor's obligations and liabilities to Bank as set forth in the Guaranty,
and agrees to be bound by and abide by and  operate  and  perform  under and
pursuant  to and comply  fully  with  all  of  the  terms,  conditions,
provisions,  agreements, representations, undertakings, warranties, guarantees,
indemnities and covenants contained in the Guaranty,  in so far as such
obligations and liabilities may be increased or amended by the Amendment.

                  3.       This Reaffirmation shall inure to the benefit of
Bank, its successors and assigns and be binding upon Guarantor, its successors
and assigns.

                                             CFC INTERNATIONAL, INC.

                                             By:_____________________________
                                             Title:__________________________