REIMBURSEMENT AGREEMENT


                                     between

                        Sesvenna 20. Vermogensverwaltungs
                (in the process of being renamed CFC EUROPE GMBH)


                                       and


                        LASALLE BANK NATIONAL ASSOCIATION





                                             Dated as of March 19, 1999







                             REIMBURSEMENT AGREEMENT


         This  Reimbursement  Agreement (this  "Agreement") dated as of the 19th
day of March, 1999 is by and between Sesvenna 20.  Vermogensverwaltungs GmbH (in
the  process  of being  renamed  CFC EUROPE  GMBH),  a German  corporation  (the
"Company") and LASALLE BANK NATIONAL ASSOCIATION, a national banking association
(the "Bank").


                              W I T N E S S E T H:

         WHEREAS,  the Company has entered  into that certain  letter  agreement
(the "ABN Loan  Documents")  with ABN AMRO Bank  (Deutschland)  AG ("ABN  AMRO")
providing  for a DM  7,500,000  line of credit (the "Line of  Credit")  and a DM
11,000,000 term loan (the "Term Loan";  the Term Loan and the Line of Credit are
collectively referred to as the "Loans");

         WHEREAS,  the Company has requested  that Bank cause  LaSalle  National
Bank ("L/C Bank") to issue an  irrevocable  standby letter of credit in the form
of Attachment A hereto (such letter of credit, as amended, modified or otherwise
supplemented from time to time, is referred to herein as the "Letter of Credit")
in favor of ABN AMRO to secure the obligations and liabilities of the Company to
ABN AMRO under the ABN Loan  Documents,  with such  Letter of Credit to be in an
amount not exceeding DM 19,425,000 (the "Stated Amount"); and

         WHEREAS,  the parties  hereto  desire to enter into this  Agreement  in
order to, among other  things,  provide for the issuance of the Letter of Credit
and certain of the terms and conditions relating thereto;

         NOW, THEREFORE, the parties hereto hereby agree as follows:

SECTION 1.  DEFINITIONS.  For the purpose of this Agreement,  capitalized  terms
used herein and not otherwise  defined shall have the meanings  assigned to them
in the other Loan Documents.  In addition to terms defined elsewhere herein, the
following terms shall have the following meanings:

         "Affiliate"  of any Person shall mean any other Person which,  directly
or indirectly,  controls, is controlled by, or is under common control with such
Person.  A Person shall be deemed to be "controlled by" any other Person if such
other Person possesses, directly or indirectly, the power

(1)      to vote securities having fifty percent (50%) or more voting power 
         (on a fully diluted basis) for the election of directors
         or managing general partners; or

(2)      to direct or cause the direction of the management and policies of such
         Person, whether by contract or otherwise.

         "Authorized Officer" means, in the case of a corporation, the Chairman,
the  Managing  Director,  the  President,  any  Executive  Vice-President,  Vice
President  of Finance,  any Vice  President or the  Treasurer  of the  specified
corporation.

         "Business Day" means any day other than (A) a Saturday,  Sunday, or (B)
a day on which banking institutions located in Chicago,  Illinois,  are required
or are authorized by law or executive order to close.

         "Certifying Officer" shall mean the Secretary or an Assistant Secretary
of the specified corporation.

         "Date of Issuance" shall mean the date of issuance and delivery of the 
Letter of Credit.

         "Default"  shall mean any event which with notice or lapse of time,  or
both, would become an Event of Default.

         "DM" or  "Deutsche  Mark"  shall mean  lawful  currency  of the Federal
Republic of Germany.

         "Event of  Default"  shall have the  meaning  assigned  to such term in
Section 10 hereof.

         "Expiration  Date" means the last day a drawing is available  under the
Letter of Credit by operation of its terms,  or as defined  herein in subsection
3(f) hereof.

         "Initial  Stated  Amount" shall mean the Stated Amount of the Letter of
Credit on the Date of Issuance.

         "Loan  Documents"  means  this  Agreement,  the  Pledge,  the ABN  Loan
Documents, and all instruments,  documents and agreements executed in connection
herewith or therewith,  as the same may be amended,  modified,  supplemented  or
restated  from  time to time,  and  "Loan  Document"  shall  mean any one of the
foregoing.

         "Obligations"    shall    mean    all    indebtedness,     liabilities,
responsibilities  and  obligations,  whether now existing or hereafter  arising,
primary or contingent, owing to the Bank or the L/C Bank by the Company, whether
pursuant to this  Agreement,  any guaranty in favor of Bank by any Subsidiary or
the Company,  by  assignment,  participation  or otherwise,  and all  covenants,
agreements and  obligations,  whether now existing or hereafter  arising,  to be
performed or observed in favor of the Bank by the Company,  whether  pursuant to
this Agreement or otherwise.

         "Person"  shall  mean  any  natural  person,   joint  venture,   trust,
unincorporated  organization,  firm,  association,   corporation,   institution,
entity, partnership, public body or governmental body of any kind whatsoever.

         "Prime  Rate" means for any day the rate of interest  announced  by the
Bank from time to time as its prime rate which is not  intended to be the Bank's
lowest or most favorable rate of interest at any one time. The effective date of
any change in the Prime Rate shall be for purposes hereof the date any change in
the Prime Rate is announced or quoted by the Bank.

         "Subsidiary"  means,  with respect to any Person,  any  corporation  of
which the outstanding  capital stock having more than fifty percent (50%) of the
voting power to elect a majority of the board of  directors of such  corporation
(irrespective of whether at the time capital stock of any other class or classes
of such corporation  shall or might have voting power upon the occurrence of any
contingency) is at the time directly or indirectly owned by such Person, by such
Person and one or more other Subsidiaries of such Person or by one or more other
Subsidiaries of such Person.

SECTION 2.  ISSUANCE  OF THE LETTER OF CREDIT.  The Bank agrees to cause the L/C
Bank to issue on the date of execution and delivery of this Agreement,  upon the
terms,  subject to the  satisfaction  of the  conditions  and  relying  upon the
representations and warranties set forth in this Agreement, the Letter of Credit
in  substantially  the form of  Attachment A hereto.  The Letter of Credit shall
initially be in a Stated Amount of DM 19,425,000 (the "Stated Amount").

SECTION 3.  REIMBURSEMENT AND OTHER PAYMENTS.

(1)  Reimbursement  and  Interest.  The  payment of a draft  under the Letter of
Credit  shall  constitute  a loan to and  indebtedness  of the  Company  and the
Company  hereby  agrees to pay to the Bank (i) the full  amount of all  drawings
made under the Letter of Credit  immediately  upon  payment by the L/C Bank,  of
each such drawing and on the date of each such  payment and (ii) on demand,  any
and all  reasonable  charges and expenses  which the Bank or L/C Bank may pay or
incur  relative  to the  Letter of Credit  and any and all  reasonable  expenses
incurred by the Bank in enforcing  any rights under this  Agreement,  including,
but not limited to, reasonable attorneys' fees incurred by the Bank in enforcing
any of such rights. If the Company does not make such reimbursements on the date
due or demanded,  in addition to any Event of Default resulting therefrom,  such
reimbursement obligations shall bear interest at the rate per annum specified in
Section 3(h) hereof.

(2)   Commission and Other Fees.  The Company hereby agrees to pay the following
amounts to the Bank:


          (1)       an annual  Letter of Credit  fee in the amount of .75% per 
     annum of the Stated Amount, or such lesser face amount as the Letter of 
     Credit has been reduced to as of the date of any such payment, payable in 
     advance, on the Date of Issuance and on each anniversary thereof hereafter;

          (2)       a transaction fee in an amount equal to the greater of 
     (a) one-eighth of one  percent (1/8 of 1%) of any  amount  drawn  under 
     the Letter of Credit to pay  principal  or interest or expenses on the 
     Loans,  or (b) $200, plus, in either case, any applicable wire transfer and
     special handling  charges of the L/C Bank, payable when such drawing has 
     been paid by the L/C Bank;

          (3)      all customary fees and administrative  expenses of the Bank 
     or L/C Bank in connection with the issuance,  transfer,  maintenance,  
     modification (if any) and  administration  of the  Letter of  Credit,  
     payable  upon demand from time to time; and

          (4)      a commitment fee in the amount of .5% of the Stated Amount, 
     payable on the Date of Issuance.

(3) Computation of Interest. Interest payable hereunder shall be computed on the
basis of a year of 360 days,  for the actual  number of days elapsed  (including
the first day and  excluding  the last day).  Whenever  any  payment  under this
Agreement  shall  be due on any day  that is not a  Business  Day,  the date for
payment  thereof shall be extended to the next  succeeding  Business Day. If the
due date for any such payment is so extended or extended  for any other  reason,
including  operation  of law,  interest  shall  accrue and be  payable  for such
extended time.

(4)  Change in Law, Compensation.

          (1)      If any change in any law,  regulation, guideline or directive
     (whether or not having the force of law) or in the interpretation thereof 
     by any court or  administrative  or governmental authority charged with the
     administration   thereof  shall  either  (1)  impose,  modify  or  deem
     applicable any reserve,  special deposit or similar requirement against
     letters of credit issued by the Bank or the L/C Bank, or any advance or
     forbearance in respect of the reimbursement  obligations of the Company
     under this  Agreement  (an  "Advance") or (2) impose on the Bank or the
     L/C Bank any other condition  regarding this  Agreement,  the Letter of
     Credit  and the  result of any event  referred  to in clause (1) or (2)
     above shall be to increase  the cost to the Bank or L/C Bank of issuing
     or  maintaining  the Letter of Credit (which  increase in cost shall be
     the  reasonable  allocation  of the  aggregate  of such cost  increases
     resulting from such events), then, upon demand by the Bank, the Company
     shall  immediately pay to the Bank or the L/C Bank from time to time as
     specified by such party,  additional  amounts which shall be sufficient
     to compensate  such party for such increased cost from the date of such
     change,  together  with  interest  on each  such  amount  from the date
     demanded  until  payment in full thereof at the rate provided in clause
     (ii) of paragraph (a) above. A certificate  setting forth in reasonable
     detail such  increased  cost  incurred by any such party as a result of
     any event mentioned in clause (1) or (2) above, submitted by such party
     to the Company,  shall be conclusive,  absent manifest error, as to the
     amount thereof.

          (2)      If any change in any law, regulation, guideline or directive 
     (whether or not having the force of law) or in the interpretation thereof 
     by any court or  administrative  or  governmental  authority  charged with 
     the administration  thereof  shall  prohibit or restrict  the making of any
     drawing under the Letter of Credit, maintaining as outstanding any loan
     on behalf of the Company or the charging of interest on such loan,  the
     Company  agrees  that the Bank or the L/C Bank  shall have the right to
     comply with such  prohibition or restriction  and require  repayment in
     full of each loan together with accrued interest thereon. A certificate
     setting forth the details  concerning  the  foregoing  submitted by the
     Bank or the  L/C  Bank  to the  Company  shall  be  conclusive,  absent
     manifest error, as to such matters.

(5) Time and Place of Payment. All payments by the Company to the Bank hereunder
shall be made by 12:00 noon (Chicago time) on the date due in lawful currency of
the United States, in immediately  available funds, to the Chicago office of the
Bank at 4747 West Irving Park Road,  Chicago,  Illinois 60641 in an amount equal
to the U.S. Dollar equivalent of the amount in DM paid by the L/C Bank under the
Letter of Credit to ABN AMRO,  at the exchange rate in effect on the date of the
payment by the L/C Bank.

(6) Expiration. The Expiration Date of the Letter of Credit shall be the earlier
of (i) the later of the close of banking  business in Chicago on April 15, 2004,
or such later date as the Letter of Credit has been  extended  to in  accordance
with its terms (the "Stated  Expiration Date"), or if such day is not a Business
Day,  then the next  succeeding  Business Day; and (ii) the close of business on
the date on which the Loans have been indefeasibly paid in full.

(7) Non-Usurious  Interest Rate. It is the intention of the Bank and the Company
to  comply  with  the laws of the  State of  Illinois  and  notwithstanding  any
provision to the contrary contained herein, the Company shall not be required to
pay,  and the Bank shall not be  permitted  to  collect  any  interest  (or fees
determined  to  constitute  interest)  in an amount in excess  of,  the  maximum
non-usurious amount of interest permitted by applicable law ("Excess Interest").
If any Excess  Interest is provided for or  determined to have been provided for
under this  Agreement by a court of competent  jurisdiction,  then in such event
(i) the  provisions  of this  subsection  3(g) shall  govern and  control;  (ii)
neither  the  Company  nor any  endorser  shall be  obligated  to pay any Excess
Interest;  (iii) any Excess  Interest that the Bank may have received  hereunder
shall be, at Bank's  option,  (1) applied as a credit  against  the  outstanding
principal  balance of the  Obligations  or accrued and unpaid  interest  (not to
exceed the maximum amount  permitted by law), (2) refunded to the payor thereof,
or (3) any combination of the foregoing;  (iv) the interest rate(s) provided for
herein shall be  automatically  reduced to the maximum lawful rate allowed under
applicable  law, and this Agreement  shall be deemed to have been, and shall be,
reformed and modified to reflect such reduction; and (v) neither the Company nor
any endorser shall have any action  against the Bank for any damages,  penalties
or relief under any usury  statute to set aside the  Obligations  or to make the
Obligations or any portion thereof  uncollectible  arising out of the payment or
collection of any Excess Interest.

(8) Late  Payments.  If the principal  amount of any Obligation is not paid when
due, such Obligation  shall bear interest until paid in full at a rate per annum
equal to the  Prime  Rate from time to time in  effect  plus two  percent  (2%),
payable on demand,  for the period from and  including the date on which payment
is due or declared due, but not including the date on which the payment is made.
Interest shall be computed on the basis of a year consisting of 360 days for the
actual number of days elapsed.

SECTION 4.        REDUCTION.

         Reduction  of  the  Stated  Amount.  The  Letter  of  Credit  shall  be
permanently  reduced on a quarterly  basis in an amount equal to DM 218,750,  if
within ten (10) days after the end of each calendar quarter,  ABN AMRO shall not
have made a drawing thereunder.


SECTION 5.  CONDITIONS  PRECEDENT  TO  ISSUANCE  OF THE  LETTER OF  CREDIT.  The
obligation of the Bank to cause the L/C Bank to issue the Letter of Credit shall
be subject to the satisfaction of the following conditions precedent:

(1) The following  statements  shall be true and correct on the Date of Issuance
and the Bank shall have  received a  certificate  of the  Company  signed on its
behalf by an Authorized Officer, dated the Date of Issuance, stating that:

                  (i) the representations  and warranties  contained in the Loan
                  Documents and this Agreement are correct on and as of the Date
                  of Issuance as though made on and as of such date; and

                  (ii) no Event of Default has  occurred and is  continuing,  or
                  would result from the issuance of the Letter of Credit, and no
                  event has occurred and is  continuing  which would  constitute
                  any such Event of Default but for the requirement  that notice
                  be given or time elapse or both;

                  (b) The Bank  shall  have  received  on or before  the Date of
         Issuance  the  following,  each dated the Date of  Issuance or the date
         hereof, as the Bank may require, in form and substance  satisfactory to
         the Bank and its counsel:

                  (i)      incumbency certificate with respect to the Authorized
                  Officers of the Company executing the documents referred to in
                  item (i) above;

                  (ii) evidence of the due authorization, execution and delivery
                  by the  parties  thereto  of the Loan  Documents  to which the
                  Company  or  any  Subsidiary  is a  party,  including  without
                  limitation  fully  executed  copies (or a certified  duplicate
                  thereof) of each of the ABN Loan Documents;

                  (iii) a guaranty by CFC International, Inc. of the obligations
                  of the Company hereunder;

                  (iv) the pledge by the Company of the shares of CFC  Oeserwerk
                  GMBH and CFC Oeser France SARL  ("Pledge") as  collateral  for
                  the Obligations;

                  (v)     copies of the organizational documents of the Company;

                  (vi)     an opinion of counsel to the Company;

                  (vii)    a fully executed copy of this Agreement; and

                  (viii)  such  other  certificates,   documents,   instruments,
                  approvals (and, if requested by the Bank, certified duplicates
                  of  executed  copies  thereof)  or  opinions  as the  Bank may
                  reasonably request.


SECTION 6.  OBLIGATIONS  ABSOLUTE.  The  Obligations  of the Company  under this
Agreement shall be absolute,  unconditional  and irrevocable,  and shall be paid
and performed  strictly in accordance with the respective  terms thereof,  under
all  circumstances  whatsoever,  including,  without  limitation,  the following
circumstances:

(1)      any lack of validity or enforceability of the Letter of Credit;

(2)      any amendment or waiver of or any consent to departure from all or any 
of the other Loan Documents;

(3) the  existence  of any claim,  set-off,  defense or other  rights  which the
Company may have at any time against any  beneficiary  or any  transferee of the
Letter of Credit (or any persons or entities  for whom any such  beneficiary  or
any such  transferee  may be  acting),  the Bank or the L/C Bank (other than the
defense of payment to the Bank in accordance  with the terms of this  Agreement)
or any other person or entity,  whether in connection with this  Agreement,  the
Letter of Credit, the Loan Documents or any unrelated transaction;

(4) any  statement or any other  document  presented  under the Letter of Credit
proving to be forged, fraudulent,  invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect whatsoever; provided
that the  acceptance  of any such  statement  or document by the Bank or the L/C
Bank shall not be the result of gross  negligence  or willful  misconduct by the
Bank or the L/C Bank;

(5) payment by the L/C Bank under the Letter of Credit against presentation of a
sight draft or certificate which does not comply with the terms of the Letter of
Credit,  provided that such payment shall not have constituted  gross negligence
or willful misconduct of the L/C Bank;

(6) payment by the L/C Bank under the Letter of Credit notwithstanding:

                  (i)   any instructions of the Company given after the Letter 
                  of Credit is issued not to make payment thereunder;

                  (ii)  the   occurrence  of  any  event,   including,   without
                  limitation,  the commencement of legal proceedings to prohibit
                  payment under the Letter of Credit; or

                  (iii)  the  issuance  of any order by any  government  agency,
                  governing body or court whether or not having  jurisdiction in
                  the premises  prohibiting  payment  under the Letter of Credit
                  provided  that such payment shall not have  constituted  gross
                  negligence or willful  misconduct on the part of the L/C Bank;
                  and

(7) any other  circumstance or happening  whatsoever,  whether or not similar to
any of the foregoing,  provided that such other  circumstance or happening shall
not have been the result of gross  negligence or willful  misconduct of the Bank
or the L/C Bank.


SECTION 7.        REPRESENTATIONS AND WARRANTIES.  The Company represents and 
warrants to the Bank as follows:

(1)  Incorporation  By  Reference.  The  representations  and  warranties of the
Company as set forth in the ABN Loan Documents are hereby  incorporated  in this
Agreement  by this  reference as if they were fully set forth  herein,  and such
representations  and  warranties  shall  continue  in  effect  as  long  as this
Agreement  remains in effect  regardless of whether the ABN Loan Documents shall
be earlier  terminated.  If any  provision  contained  in this  Agreement  is in
conflict with, or  inconsistent  with, any provisions in the ABN Loan Documents,
the provision  contained in this Agreement shall govern and control with respect
to the  contractual  relationship  between  the  Company and the Bank under this
Agreement.

(2) Reaffirmation  and Readoption.  Each and every  representation  and warranty
contained in the ABN Loan Documents or thereafter  made by the Company is hereby
reaffirmed  and readopted as being true and correct in all respects on and as of
the date hereof.

(3)  Power  and  Authority,  No  Contravention.   The  execution,  delivery  and
performance  by the Company of this  Agreement  has been duly  authorized by all
necessary  corporate action,  and (i) does not contravene any law or contractual
restriction  binding on or affecting the Company,  and (ii) does not  contravene
any charter, or other organizational document of the Company.

(4)  No  Consent,   etc.  No  consent,   authorization,   order,   registration,
qualification  or approval or other  action by, and no notice to or filing with,
any Person is required for the due  execution,  delivery and  performance by the
Company of this Agreement, other than those already obtained.

(5)  Legal,  Valid  and  Binding.  This  Agreement  has been duly  executed  and
delivered  by the Company,  is the legal,  valid and binding  obligation  of the
Company, enforceable against the Company in accordance with its terms.

(6)  Litigation.  There is no outstanding  judgment,  order or award, or pending
action or proceeding before any court, governmental agency or arbitrator against
or directly involving,  the Company and, to the best of the Company's knowledge,
there is no  threatened  action or proceeding  affecting the Company  before any
court,  governmental agency or arbitrator which, in any case, may materially and
adversely affect the financial condition,  business, properties or operations of
the Company.

(7) Compliance with Other Instruments, Material Restrictions. The Company is not
in default in the performance,  observance or fulfillment of any of the material
obligations,  covenants or conditions contained in any agreement,  instrument or
document  evidencing or pursuant to which  indebtedness has been issued by it or
in any other agreement to which it is a party. The Company is not a party to any
agreement  or  other  instrument  or  subject  to any  other  restriction  which
materially  adversely  affects its  business,  property,  assets,  operations or
condition, financial or otherwise.

(8) No Defaults.  No Event of Default or no event has occurred and is continuing
which would  constitute any such Event of Default but for the  requirement  that
notice be given or time elapse or both.

SECTION 8. AFFIRMATIVE  COVENANTS OF THE COMPANY. So long as the Expiration Date
has  not  occurred  or any  Obligation  has not  been  completely  performed  or
otherwise  satisfied,  unless the Bank shall otherwise  consent in writing,  the
Company agrees:

(1) Incorporation by Reference.  The affirmative covenants of the Company as set
forth in the ABN Loan  Documents,  as  amended  from  time to time,  are  hereby
incorporated in this Agreement by this reference as if they were fully set forth
herein,  and such  covenants  shall continue in effect and the Company agrees to
keep and perform same as long as this Agreement  remains in effect regardless of
whether the ABN Loan  Documents  shall be earlier  terminated.  If any provision
contained in this  Agreement is in conflict  with,  or  inconsistent  with,  any
provisions in the ABN Loan Documents,  the provision contained in this Agreement
shall govern and control with respect to the contractual  relationship among the
Company and the Bank under this Agreement.

(2)  Payment and  Performance.  The  Company  will pay and  perform  each of the
Company's covenants and obligations under this Agreement,  the Letter of Credit,
and the Loan  Documents in accordance  with the terms and  conditions  set forth
herein and therein.

(3) Reports and Notices of Certain Events. The Company will furnish to the Bank,
promptly, and in no event more than five (5) Business Days after learning of the
occurrence of any of the following,  written notice thereof, describing the same
and the steps, if any, being taken by the Company with respect thereto:  (i) the
occurrence  of an Event of Default or (ii) the  institution  of, or any  adverse
determination in, any litigation, arbitration or governmental proceeding that is
material to the transactions contemplated by this Agreement.

(4) Annual  Profitability.  The Company and its Subsidiaries  shall each have an
after-tax  Net  Income of not less  than $1 as of the end of each of its  fiscal
years.  For purposes  hereof,  "Net Income" shall mean the net income of each of
the Company and its  Subsidiaries  as calculated in  accordance  with  Generally
Accepted Accounting Principles consistently applied.

(5) Financial Reporting. The Company shall cause to be furnished to the Bank:

                  (i)  Beginning  with the month ending May 31, 1999, as soon as
                  practicable, and in any event within thirty (30) after the end
                  of  each   month,   the   Company's   and  its   Subsidiaries'
                  consolidated  and  consolidating   statements  of  income  and
                  retained  earnings and  statements  of cash flow for the month
                  then ended and consolidated and  consolidating  balance sheets
                  of the  Company  and  its  Subsidiaries  as of the end of such
                  month,  all  in  reasonable   detail,   and  certified  by  an
                  Authorized  Officer  of  Company  as  being  accurate  in  all
                  material  respects and on a basis consistent with that applied
                  in the  preparation of Company's  previous  monthly  financial
                  statements; and

                  (ii) As soon as practicable  and, in any event,  within ninety
                  (90) days after the end of each  fiscal  year of the  Company,
                  beginning  with the fiscal year ended  December 31, 1999,  the
                  Company's consolidated and consolidating audited statements of
                  income and retained  earnings and  statements of cash flow for
                  the fiscal year then ended and consolidated and  consolidating
                  balance sheets of the Company and its  Subsidiaries  as of the
                  end of such fiscal year, all in reasonable  detail,  certified
                  by an independent  certified public accountant selected by the
                  Company, and reasonably acceptable to the Bank and prepared in
                  accordance  with  Generally  Accepted  Accounting   Principles
                  consistently applied.

(6)  Records,  Books and  Inspections.  The Company will  maintain  complete and
accurate records and books of account;  permit reasonable access by the Bank to,
and permit the Bank to make copies of and to take abstracts from, such books and
records  of  the  Company.   The  Bank  shall  treat  all  such  information  as
confidential  and shall  disclose  it only to the L/C Bank,  Bank's  regulators,
employees, agents, assignees,  participants,  under court order or in connection
with any administrative or judicial proceeding.

(7) Other Agreements.  The Company will not enter into any agreement  containing
any provision that would be violated or breached in any material  respect by the
performance of the Company's  obligations  under this  Agreement,  the Letter of
Credit or any of the Loan  Documents or under any other  instrument  or document
delivered  or to  be  delivered  by  the  Company  thereunder  or in  connection
therewith.

(8) Borrowing Base. The Company shall cause its  Subsidiary,  CFC Oeserwerk GMBH
("Oeserwerk")  to  provide  to the  Bank on a  monthly  basis,  within  ten (10)
Business Days after the end of each month,  a Borrowing  Base  Certificate  (the
"Borrowing  Base  Certificate")  in the form of  Attachment B,  calculating  the
Eligible  Accounts and  Eligible  Inventory of  Oeserwerk.  If at any time,  the
outstanding  principal balance of the Line of Credit exceeds the Borrowing Base,
the Company shall or shall cause  Oeserwerk to make a payment to ABN AMRO in the
amount of such deficiency.

                  For purposes of this section,

                  "Account"  means all  contract  rights,  any and all manner of
accounts receivable,  contract rights, and all security agreements,  guaranties,
letters  of  credit  and any  other  collateral  security  for any or all of the
foregoing  wheresoever  located and whether now or  hereafter  owned,  acquired,
arising or existing.

                  "Account Debtor" means the Person obligated on any Account.

                  "Borrowing Base" shall mean: (a) 80% of the face amount of the
Eligible Accounts of Oeserwerk plus (b) 50% of the lower of cost or market value
of the Eligible Inventory of Oeserwerk.

                  "Eligible   Accounts"  means  such  Accounts  arising  in  the
ordinary  course of  Oeserwerk's  business  which are not subject to any lien or
encumbrance and which are evidenced by an invoice. In addition, no Account shall
be an Eligible Account, if:

                           (i) it arises out of a sale made by Oeserwerk to an 
                    Affiliate of Oeserwerk or to a Person controlled by 
                    an Affiliate of Oeserwerk; or

                           (ii) it is due or unpaid more than ninety (90) days 
                    after the original invoice date; or

                           (iii)  twenty-five  percent  (25%) or more at any one
                    time of the Accounts  from a particular  Account  Debtor are
                    not deemed Eligible Accounts hereunder; or

                           (iv) the  Account  Debtor has  commenced  a voluntary
                    case under any  bankruptcy or  insolvency  law, as now  
                    constituted  or hereafter amended,  or a decree or order for
                    relief has been entered by a court having  jurisdiction  in 
                    the premises in respect of the Account Debtor in an 
                    involuntary  case under the bankruptcy or insolvency laws,
                    as now constituted or hereafter amended, or any other 
                    petition or other application for relief under the 
                    bankruptcy or insolvency laws has been filed against the 
                    Account Debtor,  or if the Account Debtor has failed,
                    suspended business, ceased to be solvent; or

                           (v) the goods  giving rise to such  Account  have not
                    been shipped  and  delivered  to the  Account  Debtor or the
                    Account otherwise does not represent a final sale; or

                           (vi) the Account is subject to any offset, deduction,
                    defense, dispute, or counterclaim, or if the Account is 
                    contingent in any respect or for any reason; or

                           (vii)  Oeserwerk  has  made  any  agreement  with any
                    Account  Debtor for any  deduction  therefrom,  except for 
                    discounts or allowances  made in the ordinary course of 
                    business for prompt payment, all of which  discounts or 
                    allowances are reflected in the  calculation of the face 
                    value of each respective invoice related thereto;

                  "Eligible  Inventory"  shall mean that portion of  Oeserwerk's
inventory  consisting  of new raw  materials  and  finished  goods  which is not
subject to any lien or encumbrance, is in good and saleable condition and is not
obsolete, damaged or defective, but shall not include work-in-process,  supplies
or packaging material.

SECTION 9. NEGATIVE COVENANTS OF THE COMPANY. So long as the Expiration Date has
not occurred or any  Obligation has not been  completely  performed or otherwise
satisfied,  unless the Bank shall  otherwise  consent in  writing,  the  Company
agrees:

(1)  Incorporation  By Reference.  The negative  covenants of the Company as set
forth in the ABN Loan  Documents,  as  amended  from  time to time,  are  hereby
incorporated in this Agreement by this reference as if they were fully set forth
herein,  and such  covenants  shall continue in effect and the Company agrees to
keep and perform same as long as this Agreement  remains in effect regardless of
whether the ABN Loan  Documents  shall be earlier  terminated.  If any provision
contained in this  Agreement is in conflict  with,  or  inconsistent  with,  any
provisions  in the Loan  Documents,  the provision  contained in this  Agreement
shall govern and control with respect to the  contractual  relationship  between
the Company and the Bank under this Agreement.

(2)  Liens.  The  Company  shall not and shall not permit  Oeserwerk  to create,
incur, grant,  pledge,  permit or suffer to exist, any security interest,  lien,
pledge,  mortgage,  charge,  or  encumbrance  upon any of its  real or  personal
property assets, except as provided in the Pledge.

(3) Other Agreements.  The Company will not enter into any agreement  containing
any provision  that would be violated or breached in any material  manner by the
performance  of the  Company's  obligations  under this  Agreement  or any other
instrument or document  delivered or to be delivered by the Company hereunder or
in connection herewith.

SECTION 10.       EVENTS OF DEFAULT.  Upon the occurrence of any one or more of 
the following events (herein referred to as an "Event  of Default"), unless 
waived by the Bank pursuant to Section 12 hereof:

(1) Incorporation By Reference.  Each "Event of Default" as set forth in the ABN
Loan  Documents,  as amended from time to time, are hereby  incorporated in this
Agreement by this reference as if it were fully set forth herein,  regardless of
whether the ABN Loan  Documents  shall be earlier  terminated.  If any provision
contained in this  Agreement is in conflict  with,  or  inconsistent  with,  any
provisions in the ABN Loan Documents,  the provision contained in this Agreement
shall govern and control with respect to the  contractual  relationship  between
the Bank and the Company under this Agreement; or

(2) Untrue  Representation.  Any  representation or warranty made by the Company
herein,  in the other Loan  Documents  in any  certificate,  financial  or other
statement furnished to the Bank by the Company pursuant to this Agreement or any
other  Loan  Document  shall  prove to have  been  untrue or  incomplete  in any
material respect when made; or

(3) Failure to Pay. The Company shall fail to pay when due any Obligation; or

(4) Failure to Perform.  The Company  shall fail to perform or observe any term,
covenant or agreement  contained in this  Agreement,  and any such failure shall
remain unremedied for ten (10) days after written notice thereof shall have been
given to the Company by the Bank; or

(5) Insolvency. The Company becomes insolvent or over-indebted, or a request for
opening of court  insolvency  proceedings  is filed,  or the  Company  commences
out-of-court reorganization or composition negotiations with creditors; or

(6) Dissolution. The Company shall be dissolved or its existence shall otherwise
be terminated.

(7)  Other  Agreements.  A  default  shall  occur  and be  continuing  under any
agreement  between the Company and the Bank or under any obligation  owed by the
Company to the Bank, subject to any applicable grace or cure period;

(8) Other  Indebtedness.  A default shall occur in the payment when due (subject
to any applicable grace or cure period), whether by acceleration, redemption, or
otherwise,  of any material  indebtedness  (other than  indebtedness  under this
Agreement)  for borrowed  money of the  Company,  the effect of which causes the
Person to whom such indebted ness is owed to cause such  indebtedness  to become
due prior to its stated maturity or otherwise accelerated; or

(9) Judgment.  A judgment or order shall be rendered against the Company for the
payment  of money in excess of DM  435,000,  and such  judgment  or order  shall
continue unsatisfied or unstayed for a period of 60 consecutive days.

(10) Lack of Validity. Any provision of this Agreement shall at any time for any
reason cease to be valid and binding on the Company,  or shall be declared to be
null and void, or the validity or  enforceability  thereof shall be contested by
the Company or any other party (excluding the Bank) or any  governmental  agency
or  authority  or the  Company or any other  party shall deny that it has any or
further liability or obligation under this Agreement; or

(11) Borrowing Base  Deficiency.  The Company or CFC Oeserwerk shall fail to pay
to ABN AMRO the amount of any borrowing  base  deficiency as provided in Section
8(h) hereof.

SECTION 11.       DEFAULT, RIGHTS AND REMEDIES OF THE BANK.

         Upon the  occurrence of an Event of Default,  the Bank may exercise any
one or more of the following  rights and remedies  contained in this  Agreement,
all of the rights and remedies  under  applicable  laws, all of which rights and
remedies shall be cumulative and non-exclusive, to the extent permitted by law:

(1) by written  notice to the  Company,  require  that the  Company  immediately
prepay  to the  Bank in  immediately  available  funds  an  amount  equal to the
Available Amount (such amounts to be held by the Bank as collateral security for
the  Obligations),  provided  however,  that in the case of any Event of Default
described in Section 10(e),  such  prepayment  Obligations  shall  automatically
become immediately due and payable without any notice;

(2) by written  notice to the Company,  declare all  Obligations to be, and such
amounts shall thereupon become, immediately due and payable without presentment,
demand,  protest or other notice of any kind,  all of which are hereby waived by
the Company,  provided  that upon the  occurrence  of an Event of Default  under
Section 10(e) hereof such acceleration shall automatically occur; or

(3) pursue any other action available at law or in equity.

(4) DEMAND, PRESENTMENT,  PROTEST AND NOTICE OF DEMAND, PRESENTMENT, PROTEST AND
NONPAYMENT ARE HEREBY WAIVED BY THE COMPANY EXCEPT FOR NOTICE OF ACCELERATION IN
ACCORDANCE WITH SUBSECTION 11(a) HEREOF.  THE COMPANY ALSO WAIVES THE BENEFIT OF
ALL VALUATION, APPRAISAL AND EXEMPTION LAWS.

SECTION 12.  AMENDMENTS AND WAIVERS.  No amendment or waiver of any provision of
this  Agreement,  or consent to any departure by the Company  therefrom shall in
any event be  effective  unless the same  shall be in writing  and signed by the
Bank,  and then such waiver or consent  shall be effective  only in the specific
instance and for the specific purpose for which given.

SECTION 13. NOTICES.  Except as otherwise  expressly provided herein, any notice
required  or desired  to be served,  given or  delivered  hereunder  shall be in
writing,  and shall be deemed to have been  validly  served,  given or delivered
three (3) days after  deposit in the United States  mails,  with proper  postage
prepaid, or upon delivery by courier or upon transmission by telex,  telecopy or
similar electronic medium to the following addresses:

                  (i)      If to the Bank, at:

                           LaSalle Bank National Association
                           4747 West Irving Park Road
                           Chicago, Illinois 60641
                           Attn: Deborah Grudzien
                           Facsimile (773) 202-2805

                  with a copy to:

                           Jenner & Block
                           One IBM Plaza
                           Chicago, Illinois 60611
                           Attn: Rochelle P. Slater, Esq.
                           Facsimile:  (312) 840-7722

                  (ii)     If to the Company, at:

                           CFC Europe GmbH
                           Rigistrasse 20
                           73037 Goeppingen-Holzheim
                           Germany
                           Attn:    Florian Oeser
                           Facsimile:  011-49-71-61-800-94-60

                  with a copy to:

                           CFC International, Inc.
                           500 State Street
                           Chicago Heights, Illinois 60411
                           Attn: Roger Hruby

or to such other  address as each  party  designates  to the other in the manner
herein prescribed.

SECTION 14. NO WAIVER; REMEDIES. No failure on the part of the Bank to exercise,
and no delay in  exercising,  any  right  hereunder  shall  operate  as a waiver
thereof;  nor  shall any  single  or  partial  exercise  of any right  hereunder
preclude any other further  exercise thereof or the exercise of any other right.
The remedies  herein  provided are  cumulative and not exclusive of any remedies
provided in any other Loan  Document or now or  hereafter  existing at law or in
equity.

SECTION 15.  INDEMNIFICATION.  The Company hereby indemnifies and holds harmless
the Bank from and  against  any and all claims,  damages,  losses,  liabilities,
reasonable  costs or expenses  whatsoever which the Bank may incur (or which may
be claimed against the Bank by any person or entity  whatsoever) by reason of or
in  connection  with the  execution  and  delivery or transfer of, or payment or
failure to pay under, the Letter of Credit;  provided that the Company shall not
be required to indemnify the Bank for any claims, damages, losses,  liabilities,
costs or  expenses  to the  extent,  but only to the  extent,  caused by (a) the
willful  misconduct or gross  negligence of the Bank or L/C Bank in  determining
whether  a sight  draft or  certificate  presented  under  the  Letter of Credit
complied  with the terms of the Letter of Credit or (b) the Bank's or L/C Bank's
willful  failure to pay under the Letter of Credit after the  presentation to it
by ABN AMRO of a sight draft and certificate  strictly  complying with the terms
and  conditions of the Letter of Credit.  Nothing in this Section 15 is intended
to limit the reimbursement  obligation of the Company contained in paragraph (a)
of Section 3 hereof.  In case any action or  proceeding  is brought  against the
Bank in respect of which  indemnity may be sought under this Agreement the party
seeking  indemnification  shall give notice of any such action or  proceeding to
the Company and may require the Company, upon such notice, to assume the defense
of the action or  proceeding;  provided  that failure of such party to give such
notice  shall not  relieve the Company  from any of its  obligations  under this
Section 15. Upon receipt of notice from any party  seeking  indemnification  the
Company  shall  resist and defend such  action or  proceeding  at the  Company's
expense.  The obligations of the Company under this Section 15 shall survive the
payment of the Obligations owed under this Agreement and the termination of this
Agreement. SECTION 1.

SECTION 16. CONTINUING OBLIGATION. This Agreement is a continuing obligation and
shall (i) be binding  upon the Company,  its  successors  and assigns,  and (ii)
inure to the  benefit  of and be  enforceable  by the  Bank and its  successors,
transferees  and  assigns;  provided  that the Company may not assign all or any
part of this Agreement  without the prior written  consent of the Bank. The Bank
may assign,  negotiate,  pledge or otherwise  hypothecate  all or any portion of
this Agreement,  or grant  participations  herein, in the Letter of Credit or in
any of its rights or security  hereunder,  including,  without  limitation,  the
instruments securing the Company's obligations hereunder.  No such assignment or
participation by the Bank, however,  will relieve the L/C Bank of its obligation
under the Letter of Credit.  In connection with any assignment or participation,
the Bank may disclose to the proposed  assignee or participant  any  information
that the Company is required to deliver to the Bank pursuant to this  Agreement;
provided,  however,  that if any such  information is  confidential,  such third
party shall first enter into a confidentiality agreement with the Company.

SECTION 17. LIMITED  LIABILITY OF THE BANK. The Company assumes all risks of the
acts or  omissions  of ABN AMRO with respect to its use of the Letter of Credit.
Neither  the Bank nor any of its  officers  or  directors  shall  be  liable  or
responsible  for:  (a) the use which may be made of the  Letter of Credit or for
any acts or omissions of ABN AMRO and any  transferee in  connection  therewith;
(b)  the  validity,   sufficiency  or  genuineness  of  documents,   or  of  any
endorsement(s)  or signature(s)  thereon,  even if such documents should in fact
prove to be in any or all respects invalid, insufficient,  fraudulent or forged;
(c) payment by the Bank or the L/C Bank against  presentation of documents which
do not comply with the terms of the Letter of Credit,  including  failure of any
documents to bear any  reference or adequate  reference to the Letter of Credit;
or (d) any other  circumstances  whatsoever in making or failing to make payment
under the  Letter of Credit,  except  only that the  Company  shall have a claim
against the Bank,  and the Bank shall be liable to the  Company,  to the extent,
but only to the extent,  of any  direct,  as opposed to  consequential,  damages
suffered  by the  Company  which the  Company  proves were caused by (i) the L/C
Bank's willful  misconduct or gross negligence in determining  whether documents
presented  under the  Letter of Credit  comply  with the terms of the  Letter of
Credit, or (ii) the L/C Bank's willful failure to pay under the Letter of Credit
after  the  presentation  to it by ABN  AMRO of a sight  draft  and  certificate
strictly complying with the terms and conditions of the Letter of Credit.

SECTION 18. COSTS,  EXPENSES AND TAXES.  The Company agrees to pay on demand all
reasonable  costs and expenses in connection  with the  preparation,  execution,
delivery and  administration of this Agreement and any other documents which may
be delivered in connection with this Agreement,  including,  without limitation,
the  reasonable  fees and  out-of-pocket  expenses of special  counsel and local
counsel for the Bank with respect  thereto and with respect to advising the Bank
as of its rights and  responsibilities  under this  Agreement and all reasonable
costs  and  expenses,  if any,  in  connection  with (i) the  change  in  terms,
maintenance,  renewal or cancellation of the Letter of Credit,  (ii) any and all
reasonable  amounts which the Bank has paid relative to the Bank's curing of any
Event of Default  resulting from the acts or omissions of the Company under this
Agreement or any Loan Document,  (iii) the  enforcement of this Agreement or any
Loan  Documents,  or (iv) any action or  proceeding  relating to a court  order,
injunction  or other  process or decree  restraining  or seeking to restrain the
Bank from paying any amount under the Letter of Credit. In addition, the Company
shall  pay any and all  stamp  and  other  similar  taxes  and fees  payable  or
determined to be payable in connection with the execution,  delivery, filing and
recording of the Letter of Credit,  this  Agreement,  any other Loan Document or
any other document which may be delivered in connection with this Agreement, and
agrees to save the Bank harmless from and against any and all  liabilities  with
respect to or  resulting  from any delay in paying or omission to pay such taxes
and fees.

SECTION 19.  SEVERABILITY.  Any provision of this Agreement which is prohibited,
unenforceable  or  not  authorized  in  any  jurisdiction   shall,  as  to  such
jurisdiction, be ineffective to the extent of such prohibition, unenforceability
or  non-authorization  without  invalidating the remaining  provisions hereof or
affecting  the  validity,  enforceability  or legality of such  provision in any
other jurisdiction.

SECTION 20.  SATISFACTION  REQUIREMENT.  If any agreement,  certificate or other
writing,  or any action taken or to be taken,  is by the terms of this Agreement
required to be satisfactory to the Bank, the  determination of such satisfaction
shall be made by the Bank, in its sole and exclusive  judgment exercised in good
faith.

SECTION 21.  GOVERNING LAW. THIS  AGREEMENT  SHALL BE GOVERNED BY, AND CONSTRUED
AND  ENFORCED IN  ACCORDANCE  WITH,  THE LAWS OF THE STATE OF  ILLINOIS  WITHOUT
GIVING EFFECT TO THE CONFLICTS OF LAWS  PRINCIPLES  THEREOF.  THE COMPANY AGREES
AND  CONSENTS TO THE  EXERCISE OF  JURISDICTION  OVER IT BY ANY STATE OR FEDERAL
COURT IN THE STATE OF ILLINOIS AND THAT ANY ACTION OR PROCEEDING  BROUGHT BY THE
COMPANY  UNDER  THIS  AGREEMENT  OR  AGAINST  THE BANK  SHALL BE BROUGHT IN SUCH
COURTS.

SECTION  22.  WAIVER OF TRIAL BY JURY.  EACH OF THE  COMPANY AND THE BANK HEREBY
AGREES THAT, IN ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, IRREVOCABLY
WAIVES ANY AND ALL RIGHTS TO TRIAL THEREOF BY JURY.

SECTION 23. CURRENCY OF ACCOUNT AND PAYMENT. Payment for each and every
obligation due from the Company  hereunder  shall be made in lawful  currency of
the United States. If any sum due from the Company under this Agreement,  or any
order or judgment given or made in relation  hereto has to be converted from the
currency (the "First Currency") in which the same is payable hereunder, or under
such order or judgment  into another  currency (the "Second  Currency")  for the
purpose  of (i)  making or filing a claim or proof  against  the  Company,  (ii)
obtaining  an order  or  judgment  in any  court  or  other  tribunal,  or (iii)
enforcing any order or judgment  given or made in relation  hereto,  the Company
shall  indemnify  and hold  harmless each of the Persons to whom such sum is due
from and against any loss  suffered as a result of any  discrepancy  between (a)
the rate of exchange  used for such purpose to convert the sum in question  from
the  First  Currency  into  the  Second  Currency  and (b) the  rate or rates of
exchange at which such Person may in the  ordinary  course of business  purchase
the First Currency with the Second  Currency upon receipt of a sum paid to it in
satisfaction, in whole or in part, of any such order, judgment, claim or proof.


SECTION 24. ENGLISH LANGUAGE This Agreement shall be made in the
English  language and each  communication  and document made or delivered by one
party to another  pursuant to this Agreement shall be in the English language or
accompanied  by a translation  thereof into English  certified (by an officer of
the  Person  making  or  delivering  the  same),  as being a true  and  accurate
translation thereof.

SECTION 25. FORUM AND JURISDICTION. The Company irrevocably waives any
objection  which it might  now or  hereafter  have to the court  referred  to in
paragraph 21 above being  nominated as the forum to hear and determine any suit,
action or  proceeding,  and to settle any disputes  which may arise out of or in
connection  with this  Agreement  and agrees not to claim that any such court is
not a convenience or appropriate  forum. The Company agrees the process by which
any suit,  action or proceeding is begun may be served on it by being  delivered
to CFC  International,  Inc.  at its  principal  place  of  business  at c/o CFC
International,  Inc., 500 State Street, Chicago Heights, Illinois 60411. Nothing
contained  herein  shall  affect  the right of the Bank to serve  process in any
other  manner  permitted  by law  nor  shall  limit  the  Bank's  right  to take
proceedings  against the Company in any other court of  competent  jurisdiction,
nor shall the taking of  proceedings in any one or more  jurisdictions  preclude
the taking of proceedings in any other  jurisdiction  (whether  concurrently  or
not) if and to the extent permitted by applicable law.

SECTION 26. WITHHOLDING. All payments made by the Company hereunder
shall be made free and clear of,  and  without  deduction,  for any  present  or
future  taxes,  withholdings  or charges  other than income  taxes of the United
States and any political  subdivision thereof on the interest income received by
the Bank (all such non-excluded  taxes,  withholdings or charges are hereinafter
referred to as "Taxes").  If the Company  shall be required by law to deduct any
Taxes from any sum payable hereunder,  (i) the sum payable shall be increased so
that  after  making  all  required  deductions,  the Bank  receives  the  amount
originally payable, and (ii) the Company shall pay the amount of such deductions
to the relevant  taxing  authority in accordance with applicable law and provide
Bank with an original or certified copy of a receipt evidencing payment thereof.

SECTION 27. COUNTERPARTS. This Agreement may be executed simultaneously
in two or more counterparts,  each of which shall be deemed an original,  and it
shall not be necessary  in making proof of this  Agreement to produce or account
for more than one such counterpart.

SECTION 28. HEADINGS. Section headings in this Agreement are included herein for
convenience of reference only and shall not constitute a part of this Agreement 
for any other purpose.

                  IN WITNESS WHEREOF,  the parties have caused this Agreement to
be executed by their duly authorized officers as of the day and year first above
written.

                                CFC EUROPE GMBH



                                By:      ____________________________________
                                Title:   ____________________________________

                                LASALLE BANK NATIONAL ASSOCIATION



                                 By:      ____________________________________
                                 Title:   ____________________________________