CFC INTERNATIONAL, INC.
                CONFLICTS OF INTEREST AND BUSINESS ETHICS POLICY



     CFC International,  Inc. endorses the highest principles of business ethics
and  adherence to all Federal and State laws and  regulations.  Therefore,  each
employee  of CFC  International,  Inc.  and  any  corporation  which  it owns or
controls (all  collectively  hereinafter  referred to as the "Company") must not
only conform to  recognized  standards of business  integrity but must avoid any
activity or  interest  which might  create a conflict  of  interest,  or tend to
embarrass the Company, or discredit its employees. The policy will be applied to
all employees reasonably,  but in a manner which upholds and applies the highest
principles of business ethics.

     It is required  that all  employees  not only  maintain  high  standards of
integrity and ethics but also avoid any appearance to the contrary.

     Each employee is expected to avoid any investment, interest, or association
and to avoid engaging in any conduct which  interferes,  or might  reasonably be
thought to interfere with the independent exercise of his or her judgment in the
Company's best interest,  or which reflect  unfavorably  upon or embarrasses the
Company.

     Each  employee  must not misuse  inside or  proprietary  information;  make
illegal or unethical  payments or political  contributions;  engage in unethical
conduct in dealing  with  customers,  suppliers,  or  competitors;  or otherwise
engage  in any  dealings  with or on  behalf  of the  Company  involving  fraud,
dishonesty or the commission of any crime.

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                                      Scope

     This policy applies to CFC  International,  Inc. and to all corporations it
owns or  controls.  This  policy is not  intended  to apply to any  transaction,
matter or action (i) which is authorized  by any written  agreement to which the
Company is a party or (ii) which has been  approved by the Board of Directors of
the Company or authorized by an appropriate officer of the Company.

                                 Responsibility

     The President and/or Chief Executive Officer of CFC International, Inc. and
the Chief Executive  Officer of each subsidiary  corporation or partnership have
the  responsibility  for  administering  implementation  and  adherence  to this
procedure.

                                    Procedure

     In any case where an employee has any questions  concerning  this policy or
wishes to discuss any existing or  potential  interest or action which is or may
be in  violation  of this policy,  he or she should  notify the Chief  Executive
Officer of his or her employer.  He or she will hold the matter in confidence to
the fullest extent possible under the circumstances, and in the event a conflict
of  interest  or a breach of ethics is found to be  present,  will  arrange  for
resolution without violating the principles of this policy in a manner suited to
the interest of the Company and the employee.

                              Conflicts of Interest

     The fundamental policy of our company is:

     EACH EMPLOYEE MUST BE FREE OF ANY INVESTMENT OR ASSOCATION AND MUST REFRAIN
FROM ENGAGING IN CONDUCT WHICH MIGHT INTEREFERE,  OR MIGHT REASONABLY BE THOUGHT
TO INTEREFERE,  WITH THE INDEPENDENT EXERCISE OF HIS OR HER JUDGMENT IN THE BEST
INTEREST OF THE COMPANY,  OR WHICH MIGHT  REFLECT  UNFAVORABLY  ON THE COMPANY'S
GOOD NAME.

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     The  Company's  policy in this regard is based in part upon the ethical and
legal  principles that (i) a conflict of interest exists when an employee's duty
to give his or her undivided commercial loyalty to the Company can be prejudiced
or compromised by actual or potential  personal  benefit from another source and
(ii) the employee may not take unfair  advantage of inside  information  or seek
for his or her own gain an opportunity that rightfully belongs to the Company or
arises  from his or her  association  with the  Company.  It is not  feasible to
prepare a detailed  catalog of every  factual  situation  that could arise under
this policy. Therefore, the policy is presented in a broad outline.

     Conflicts of interest (other than misuse of information) generally arise in
one of the following circumstances which, accordingly, are prohibited (unless an
exception is justified and is  specifically  approved in advance by the Board of
Directors or Chief Executive Officer of the employer).

     1. When an employee, a member of his or her family or household, or a trust
or other  such  entity  in which he or she has a  substantial  interest,  has or
acquires a  significant  direct or indirect  interest in, or  obligation  to, an
actual or reasonably  foreseeable potential competitor,  supplier,  customer, or
landlord of the Company;

     2. When an  employee  conducts  business  on behalf of the  Company  with a
supplier,  customer,  or  landlord of which a relative by blood or marriage is a
principal, officer, major stockholder, or representative; or

     3. When an employee, a member of his or her family or household, or a trust
or other  such  entity in which he or she has a  substantial  interest,  accepts
gifts  of more  than  token  or  nominal  value  from an  actual  or  reasonably
foreseeable potential competitor, supplier, customer, or landlord.

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     4. When an employee, a member of his or her family or household, or a trust
or other such  entity in which he or she has a  substantial  interest  diverts a
corporate opportunity for his or her own gain.

     For these purposes, "suppliers" include those providing not only goods, but
also  services  -  such  as  consultants,  transportation  companies,  financial
institutions,   equipment  lessors,  realtors,  advertising,  or  other  similar
agencies,  etc.  "Customers" include not only those who buy our regular products
or  services,  but  also  those  to whom  such  goods or  services  are  resold.
Obviously,  it is more difficult to define who are "competitors" inasmuch as the
nature of our business and that of others is constantly changing.  The principal
businesses in which the Company is engaged,  however,  are clearly  indicated in
brochures listing the Company's products and are brought  up-to-date,  from time
to time, to reflect  acquisitions or new products and services,  by the issuance
of the Company's press releases.

     As used herein,  "investment"  or "interest" in another  company or venture
does not  include  ownership  of less than two percent  (2%) of the  outstanding
securities of a publicly held company whose  securities are traded on a national
stock exchange.

     As  used  herein,  gifts  of  "token  or  nominal  value"  are  limited  to
advertising  or  goodwill   novelties  such  as  imprinted   pens,  key  chains,
paperweights, etc. or product samples with a value of less than $50.

     5. In any case  where it is wrong  for an  employee  to do any of the above
things,  it is equally wrong for a member of the employee's  family or household
to do so.

     The  foregoing is not  intended to be a  comprehensive  description  of all
situations in which conflicts of interest can occur. Furthermore,  circumstances
may  change  necessitating  a  different  course  of  action;  for  example,  an
investment  in a firm  may be  perfectly  proper  at the time but may have to be
reviewed  after the firm  becomes a customer or supplier  of the  Company.  When
questions arise with regard to the potentiality of a conflict of interest,  they
should be  brought  to the  attention  of the  Chief  Executive  Officer  of the
employer.

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                                    Examples

     Some specific  examples of conflicts of interest under the Company's policy
and foregoing guidelines include:

     a. Kickbacks

     Accepting  or giving  gifts or  favors  (except  gifts of token or  nominal
value), or unusual entertainment, from or to an actual or reasonably foreseeable
potential supplier, competitor, customer, or landlord, is prohibited. Permitting
a supplier's  representative to occasionally (but not frequently and repeatedly)
pick up the check at a meal is not  offensive so long as business was  discussed
at arm's length and there are absolutely no  implications  that an unusual event
has been staged with the intention of subverting loyalty to the Company.

     Accepting  loans  from  an  actual  or  reasonably   foreseeable  potential
supplier, customer,  competitor, or landlord is prohibited.  However, loans from
commercial  banks  obtained  by an  employee  for his or her own account are not
prohibited.

     b. Moonlighting

     No Company  employee may receive pay, loans,  gifts, or other  compensation
from a  competitor  for  performing  any kind of  services  and may not  perform
services for  compensation  for a customer if those  services are generally of a
kind he or she  provides  during  the  course of his or her  employment  for the
Company. An employee may not perform services for a supplier for compensation.

<PAGE>

     c. Diversion of Corporate Opportunity

     Diversion  of a  corporate  opportunity  is to deprive  one's  company of a
chance to do business by seizing the  opportunity  for one's own  personal  gain
instead of bringing it to the employer's attention.

     No employee  should place  himself or herself in a position  where  revenue
which  might  rightfully  have gone to the  Company  is paid to him or her,  nor
should an employee make an investment, or acquire or lease property, directly or
indirectly, prior to offering it to the Company on the same terms and conditions
as offered to him or her, if, at the time of making such  investment,  purchase,
or lease,  the opportunity  relates  constituted a corporate  opportunity of the
Company.  Any  employee  having  questions  about what  constitutes  a corporate
opportunity of the Company should consult with the President of the Company.

                          Standards of Business Ethics

     Beyond clear cases of conflict of interest,  there are situations which are
inconsistent  with the highest  standards of business  ethics.  The  fundamental
principle  to keep in mind is that  there  cannot be any  compromise  with these
standards of business ethics.

     It is, for example,  possible that  associations with other business firms,
through  directorships,  advisory board memberships,  or other affiliation,  may
give rise to questions of business ethics. The essential test is to consider the
reaction of the public to the  association  of either officer or employee or the
name of the Company with the outside venture.  If possible  embarrassment in the
eyes of the public  might  reasonably  be  expected to result,  the  association
should be avoided.

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                               Inside Information

     The policy of our Company is:

     NO  EMPLOYEE  OF THE  COMPANY  SHALL USE FOR HIS OR HER OWN  BENEFIT OR THE
BENEFIT OF ANYONE ELSE, OR DISCLOSE  IMPROPERLY,  MATERIAL  INSIDE  INFORMATION,
TRADE SECRETS,  OR OTHER  PROPRIETARY  INFORMATION,  PRIOR TO ITS RELEASE TO THE
PUBLIC.

     The use or disclosure of inside or proprietary information, that is to say,
information  which  a  Company  employee  obtains  in the  course  of his or her
employment, involves a different aspect of ethical conduct.

     The use or disclosure,  intentional  or  inadvertent,  of such  information
discredits both the employee and the Company in the eyes of the public,  whether
that  information  is used for the  financial  gain of the employee or to enable
others to make such gains.  This information may be positive or negative and may
be about the Company or an organization with which the Company does business.

     It should be noted that  Federal  law  prohibits  any  person  who  obtains
material  inside  information  concerning  a  company  by  virtue  of his or her
relationship  with  that  company,  from  trading  in its  securities  until the
information is public  knowledge.  This applies not only to managers but also to
non-managerial  employees and persons outside the Company  involved who may have
acquired the information directly or indirectly through "tips".

     Likewise,  an  employee  may not use  for  his or her own  financial  gain,
proprietary information or trade secrets obtained because of employment with the
Company,  no disclose such information to others,  for whatever  reason,  unless
authorized to do so.

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                               Prohibited Payments

     The policy of the Company is:

     NO EMPLOYEE OF THE COMPANY  SHALL MAKE ANY ILLEGAL OR UNETHICAL  PAYMENT OR
POLITICAL CONTRIBUTION.

     It is against the policy of the Company for any payment or  contribution in
currency,  services,  or other property of the Company to be made to any person,
firm, company,  corporation,  group, government or subdivision thereof, or other
entity which,  under the applicable laws or ethical standards  prevailing either
in the states in which the Company  operates or the  jurisdiction  in which such
payment is to be made, would be illegal or otherwise prohibited by law, or would
be unethical.

     No  political  contribution  or other gift of money,  property  or services
unless approved in writing by the Chief Executive  Officer of the employer shall
be  made  with  corporate   money  or  property  by  any  employee,   agent,  or
representative  of the Company to any government or  subdivision,  employee,  or
representative  thereof or any political party therein, even though such payment
is legal in the jurisdiction in which it is made.

       Additional Responsibilities to Customers, Suppliers and Competitors
                             Customers and Suppliers

     In addition to the  guidelines set forth above with respect to avoidance of
conflicts of interest,  misuse of inside information and prohibited payments, it
is important to bear in mind that the  relationship  the Company has established
with its customers  and  suppliers is  responsible  for its past,  present,  and
future success and must not be compromised by unethical practices.  Accordingly,
it is an absolute  obligation  of the Company  and each  individual  employee to
justify and protect our customer and supplier  relationship through consistently
fair and  honorable  dealings  with  everyone  who uses or sells us  services or
products.

     Employees are prohibited  from making gifts,  loans,  or granting favors to
representatives  of  customers  or suppliers  for the purpose of  obligating  or
inducing them to compromise  their  responsibilities  to their  employers in our
behalf.  As to customers this policy does not prohibit gifts,  favors, or casual
entertainment, and as to suppliers this policy does not prohibit gifts or favors
of token or nominal value or casual  entertainment to the extent that these meet
all standards of ethical  business conduct and involve no element of concealment
or improper inducement.

<PAGE>

                                   Competitors

     The highest  standards of honorable and ethical conduct must be observed in
all  relationships  with our  competitors,  including those discussed above. The
advancement of the Company's business interests through malicious  dissemination
of gossip, rumors or disparaging statements or any other unfair actions intended
to damage  competitors  is prohibited,  as are any other secret or  dishonorable
activities for this purpose.

     On  ethical  as well as legal  grounds,  employees  must  refrain  from all
dealings with  competitors  for the purpose of illegally  setting or controlling
prices,  rates, trade practices,  or costs, and from any activity  prohibited by
the federal or state laws regulating competition.

     I,  ____________________________,  have  read the  Company's  Conflicts  of
Interest  and  Business  Ethics  policy  and  agree  to abide  by it  during  my
employment by the Company.


Date:________________200__


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