CFC INTERNATIONAL INC
CFC AMENDED & RESTATED LOAN AGREEEMENTS
<DOCUMENT>
<TYPE>EX-10.1(B)
<SEQUENCE>7
<FILENAME>ex10-1b.txt
<DESCRIPTION>CFC AMENDED & RESTATED LOAN AGREEEMENTS
<TEXT>

                               FIRST AMENDMENT TO
                              AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT


     This FIRST  AMENDMENT TO AMENDED AND RESTATED  LOAN AND SECURITY  AGREEMENT
(this  "Amendment")  is made as of January 31, 2003 by and between  LaSalle Bank
National  Association,   a  national  banking  association  ("Bank"),   and  CFC
International, Inc., a Delaware corporation ("Borrower").

                                   BACKGROUND

     A.  Borrower  and Bank are  parties to an  Amended  and  Restated  Loan and
Security Agreement dated as of May 17, 2001 (the "Loan Agreement"),  pursuant to
which Bank has made certain loans,  advances and other financial  accommodations
to Borrower,  and as security  therefor,  Borrower has granted to Bank a lien on
certain real and personal property.

     B. Unless otherwise defined, capitalized terms used in this Amendment shall
have the meanings given to them in the Loan Agreement.

     C. Borrower has  requested  that Bank,  among other things,  (i) extend the
maturity of the  Revolving  Loan,  (ii) extend the maturity of the Term Loan and
the Second Term Loan,  (iii) change the  interest  rate payable on the Term Loan
and the  Second  Term  Loan  and (iv)  modify  certain  other  terms of the Loan
Agreement.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of  which  is  hereby  acknowledged,  and in  consideration  of the
foregoing and the premises herein  contained,  and intending to be legally bound
hereby, the parties hereto agree as follows:

SECTION 1       AMENDMENT.
                ---------

     1.1 Section 1.1 of the Loan  Agreement  is hereby  amended by amending  and
restating the following  definitions appearing therein in their entirety to read
as follows:

          "Revolving Loan Maturity Date" shall mean April 1, 2005.

          "Second Term Loan Maturity  Date" shall mean January 31, 2008,  unless
     extended by Bank  pursuant  to any  modification,  extension  or renewal by
     Borrower  and  accepted  by Bank in its sole  and  absolute  discretion  in
     substitution for the Second Term Note.

          "Swap Rate" shall mean with respect to either the Term Loan and/or the
     Second Term Loan,  the "Fixed  Rate" under (and as such term is defined in)
     the Term Loan Interest Rate Agreement or the Second Term Loan Interest Rate
     Agreement, as applicable.

<PAGE>

          "Term Loan Maturity Date" shall mean January 31, 2008, unless extended
     by Bank pursuant to any modification,  extension or renewal by Borrower and
     accepted by Bank in its sole and absolute  discretion in  substitution  for
     the Term Note.

     1.2 Section 1.1 of the Loan  Agreement is hereby  amended by inserting  the
following new definitions therein in their appropriate alphabetical positions to
read as follows:

          "Account",   "Account  Debtor",  "Chattel  Paper",   "Commercial  Tort
     Claims",  "Deposit  Accounts",  "Documents",  "Electronic  Chattel  Paper",
     "Equipment",  "General Intangibles",  "Goods", "Instruments",  "Inventory",
     "Investment Property",  "Letter-of-Credit  Right", "Proceeds" and "Tangible
     Chattel Paper" shall have the respective meanings assigned to such terms in
     the Illinois  Uniform  Commercial  Code,  as the same may be in effect from
     time to time.

          "Bank Cost of Funds"  means,  with  respect to the Term Loan or Second
     Term Loan for which the Borrower shall have elected the Fixed Rate interest
     option,  Bank's cost for a matched fund deposit in the notional  amount and
     maturity corresponding to the Term Loan or Second Term Loan, as applicable,
     as of the date such Fixed Rate is designated by Bank.

          "Fixed  Rate" means either the Second Term Loan Fixed Rate or the Term
     Loan Fixed Rate, as applicable.

          "Real  Property"  means the real  property  owned by the  Borrower and
     located at 500 State Street, Chicago Heights, Illinois.

          "Second  Term Loan Fixed  Rate"  means a fixed rate of  interest to be
     applicable to the Second Term Loan upon the  effectiveness  of the election
     of such option by the Borrower in accordance with Section 2.3.3, which rate
     shall be determined in accordance with Annex B attached hereto based on the
     Borrower's  ratio of  Liabilities to Tangible Net Worth as in effect on the
     effective  date of such election  (and as  determined  in  accordance  with
     Section 8.2).

          "Second Term Loan  Interest  Rate  Agreement"  means an Interest  Rate
     Agreement entered into between Borrower and Bank in the notional amount and
     maturity  corresponding to that of the Second Term Loan as of the effective
     date of the Second Term Loan Interest Rate Agreement, which agreement shall
     be in form  and  substance  satisfactory  to Bank  and  shall  only  become
     effective  upon the  satisfaction  by  Borrower  or  waiver  by Bank of the
     conditions specified therein.

          "Term Loan Fixed Rate" means a fixed rate of interest to be applicable
     to the Term Loan upon the  effectiveness  of the election of such option by
     the  Borrower  in  accordance  with  Section  2.2.3,  which  rate  shall be
     determined  in  accordance  with  Annex  A  attached  hereto  based  on the
     Borrower's  ratio of  Liabilities to Tangible Net Worth as in effect on the
     effective  date of such election  (and as  determined  in  accordance  with
     Section 8.2).

<PAGE>

          "Term Loan Interest Rate  Agreement"  means an Interest Rate Agreement
     entered into between  Borrower and Bank in the notional amount and maturity
     corresponding to that of the Term Loan as of the effective date of the Term
     Loan  Interest  Rate  Agreement,  which  agreement  shall  be in  form  and
     substance  satisfactory  to Bank and shall only become  effective  upon the
     satisfaction  by  Borrower  or waiver by Bank of the  conditions  specified
     therein.

          "Uniform  Commercial Code" means the Uniform Commercial Code in effect
     from time to time in the State of Illinois.

     1.3 Section 2.2.3 of the Loan  Agreement is hereby  amended and restated in
its entirety to read as follows:

          "2.2.3 Term Loan Interest Rate. The principal amount from time to time
     outstanding under the Term Loan shall bear interest at one of the following
     rates:  (i) the  Prime  Rate or  (ii)(a)  from and after  the  election  of
     Borrower  with  respect to all,  but not less than all, of the  outstanding
     principal balance of the Term Loan made upon at least two (2) Banking Days'
     prior written  notice to Bank, the Term Loan Fixed Rate or (b) with respect
     to all, but not less than all of the outstanding  principal  balance of the
     Term Loan,  subject to, and from and after the effectiveness of, the Second
     Term Loan Interest Rate Agreement,  the Swap Rate; it being agreed that any
     such  election by the Borrower of the Term Loan Fixed Rate or the Swap Rate
     shall  be final  and  non-revocable  and  Borrower  shall  have no right to
     terminate  such  election  prior to the Term Loan Maturity  Date.  Interest
     shall be calculated on the basis of a year consisting of 360 days and shall
     be paid for the actual number of days  elapsed.  Any amount of principal or
     interest  on the Term Loan  which is not paid when due,  whether  at stated
     maturity,  by  acceleration  or otherwise  shall bear  interest  payable on
     demand at the Default Rate."

     1.4 Section 2.2.4 of the Loan  Agreement is hereby  amended and restated in
its entirety to read as follows:


          "2.2.4 Repayment or Principal. Payments of principal amounts due under
     the Term Note  shall be made in sixty (60) equal  monthly  installments  of
     principal,  each in the amount of Thirteen  Thousand  Fifty-One  and No/100
     Dollars  ($13,051),  plus  interest,  commencing  on  February  1, 2003 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, and a final
     installment of the then  outstanding  principal  balance  together with all
     interest accrued thereon on the Term Loan Maturity Date.  Principal amounts
     repaid on the Term Note may not be borrowed again."

     1.5 Section 2.3.1 of the Loan  Agreement is hereby  amended and restated in
its entirety to read as follows:


          "2.3.1 Increase of Second Term Loan. The parties acknowledge that Bank
     has heretofore  made a term loan to Borrower under the Original  Agreement,
     the  outstanding  principal  amount of which as of  December  30,  2002 was
     approximately  $4,684,029.  Bank has  agreed to  increase  the  outstanding
     principal amount of the Second Term Loan, the principal amount of which, as
     of the  date  hereof  after  giving  effect  to  such  increase,  shall  be
     $4,806,574  (the "Second Term Loan").  The increase of the Second Term Loan
     shall  constitute  a part of the  "Second  Term  Loan"  under the  Original
     Agreement,  and all Collateral securing the Obligations thereunder continue
     to secure the  Obligations  hereunder  with the same priority and effective
     dates of recording or filing for the  Original  Agreement.  The Second Term
     Loan shall be subject to the terms and conditions of this Agreement and the
     other Loan Documents."

<PAGE>

     1.6 Section 2.3.2 of the Loan  Agreement is hereby  amended and restated in
its entirety to read as follows:

          "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  (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.  Payments of principal  amounts due under the
     Second Term Note shall be made in sixty (60) equal monthly  installments of
     principal, each in the amount of Sixty-Six Thousand Seven Hundred Fifty and
     No/100 Dollars ($66,750), plus interest, commencing on February 1, 2003 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, and a final
     installment of the then  outstanding  principal  balance  together with all
     interest  accrued thereon on the Second Term Loan Maturity Date.  Principal
     amounts repaid on the Second Term Note may not be borrowed again."

     1.7 Section 2.3.3 of the Loan  Agreement is hereby  amended and restated in
its entirety to read as follows:

          "2.3.3 Second Term Loan Interest Rate. The principal  amount from time
     to time  outstanding  under the Second Term Loan shall bear interest at one
     of the following  rates:  (i) the Prime Rate or (ii) (a) from and after the
     election of  Borrower  with  respect to all,  but not less than all, of the
     outstanding  principal  balance of the Second  Term Loan made upon at least
     two (2) Banking  Days' prior written  notice to Bank,  the Second Term Loan
     Fixed  Rate or (b)  with  respect  to all,  but not  less  than  all of the
     outstanding principal balance of the Second Term Loan, subject to, and from
     and after the effectiveness of, the Term Loan Interest Rate Agreement,  the
     Swap Rate;  it being  agreed that any such  election by the Borrower of the
     Term Loan  Fixed Rate or the Swap Rate  shall be final and  Borrower  shall
     have no right to  terminated  such  election  prior to the Second Term Loan
     Maturity  Date. Any amount of principal or interest on the Second Term Loan
     which is not paid when due, whether at stated maturity,  by acceleration or
     otherwise shall bear interest payable on demand at the Default Rate."

<PAGE>

     1.8 Section 2.5.1 of the Loan  Agreement is hereby  amended and restated in
its entirety to read as follows:

          "2.5.1  Prepayment  of Term Loan or Second  Term Loan.  The  principal
     balance of the Term Loan and the  Second  Term Loan may be prepaid in whole
     or in part at any time  without  premium or penalty  except as  provided in
     Sections  2.5.2 and 2.5.3.  Any  prepayment  of the Term Loan or the Second
     Term  Loan  (i)  shall  include  accrued  interest  on the  amount  of such
     prepayment  to the date of such  prepayment,  (ii)  shall  be in a  minimum
     amount of $10,000 or a multiple of $1,000 in excess thereof and (iii) shall
     to the extent the Term Loan is the Second Term Loan is/are bearing interest
     at the Fixed Rate or the Swap Rate,  include any Make Whole Premium  Amount
     or Interest Charges  associated with respect to such prepayment as provided
     in Sections 2.5.2 and 2.5.3.

     1.9 Section  2.5.2 of the Loan  Agreement  shall be amended and restated in
its entirety to read as follows:

          "2.5.2  Prepayment  of  Fixed  Rate  Loans.  In  connection  with  any
     prepayment,  in whole or in part,  of the Term Loan or the Second Term Loan
     which is then  bearing  interest at the Fixed Rate,  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 the
     U.S.  Treasury  Rate  for an issue  with  comparable  average  life to that
     portion of the Term Loan or 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 Bank
     specifying  such losses,  costs or expenses shall be conclusive and binding
     on all parties.  The Term Loan and/or the Second Term Loan, as  applicable,
     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 or
     Second Term Loan."

     1.10 Section 2.5.3 of the Loan  Agreement is hereby amended and restated in
its entirety to read as follows:

          "2.5.3  Prepayment  of  Swap  Rate  Loans.   Notwithstanding  anything
     contained herein to the contrary,  upon the prepayment of any amounts owing
     under Loans in respect of which interest is calculated pursuant to the Swap
     Rate for any reason  whatsoever,  including upon the  acceleration  thereof
     pursuant to Section 10.1 or any mandatory or voluntary  prepayment pursuant
     to this Section 2.5, such prepayment shall be accompanied by the payment of
     all settlement amounts,  fees, costs and expenses,  if any, associated with
     the  prepayment of such Loans required to be paid by the Borrower under the
     applicable  Term Loan Interest Rate  Agreement or Second Term Loan Interest
     Rate Agreement."

<PAGE>

     1.11  Section  2.5 of the Loan  Agreement  is hereby  amended  to add a new
Section 2.5.4 to read as follows:

          "2.5.4  Application of Payments and Prepayments.  Any payments made by
     Borrower under this Agreement, the Notes or any of the other Loan Documents
     shall be  applied  to  Obligations  owing as of the date of  payment in the
     following  order:  (i) to any expenses of Bank incurred in connection  with
     this Agreement;  (ii) settlement amounts,  fees, costs and expenses, if any
     from  prepayment  of Loans  bearing  interest at the Swap Rate;  (iii) Make
     Whole Premium Amounts due from the prepayment of Loans bearing  interest at
     a Fixed Rate, (iv) to interest  accrued pursuant to the terms of the Notes;
     (v) to the  principal  balance  of the  Revolving  Loans;  and  (vi) to the
     principal  balances of the Term Loan and Second Term Loan in inverse  order
     of maturity."

     1.12  Revised  Article 9  Collateral  Amendments.  To comport  with Revised
Article 9 of the Uniform  Commercial Code,  effective in Illinois from and after
July 1, 2001, the following amendments are hereby made to the Loan Agreement:

                  (a)      The definition of "Collateral" in the Loan Agreement
                           is hereby amended to include and add as additional
                           items or descriptions of Collateral, the Collateral
                           set forth on Schedule A.

                  (b)      Borrower authorizes Bank to file UCC financing
                           statements and amendments to UCC financing statements
                           and other filings or recordings in all jurisdictions
                           where Bank determines appropriate without any
                           Borrower's signature, and authorizes Bank to describe
                           the Collateral in such financing statements in any
                           manner Bank determines appropriate, including
                           describing it as all assets, personal property,
                           fixtures, rights and interests of the applicable
                           Borrower, now existing or hereafter arising or
                           acquired and wherever located.

                           Borrower acknowledges and agrees that any term
                           describing Collateral in the Loan Agreement or any
                           other Loan Document or in any UCC financing statement
                           or other filing or recording which is susceptible of
                           different scope or meaning, depending upon which
                           version of the Uniform Commercial Code is used or
                           applied, shall be given the broadest and most
                           inclusive definition so as to encompass the greatest
                           amounts, items, descriptions, or types of Collateral.
                           Notwithstanding the foregoing or any other provision
                           of this Amendment, nothing in this Amendment shall be
                           deemed to expand or increase the items or scope of,
                           or criteria for, or change the definition of
                           "Eligible Accounts," "Eligible Inventory" or the
                           "Revolving Loan Borrowing Base". In particular the
                           term "Eligible Accounts" will continue to exclude
                           Accounts other than those arising from the actual
                           sale of Goods in the ordinary course of Borrower's
                           business which meet the eligibility requirements in
                           the definition of "Eligible Accounts."

<PAGE>

SECTION 2       REPRESENTATIONS AND WARRANTIES.
                -------------------------------

     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, and no
Event of  Default  specified  in Section 9 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 the Loan Agreement and the other Loan
Documents   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.  Borrower  further  represents and warrants
that  none of the  proceeds  of any  Revolving  Loan will be used,  directly  or
indirectly, to purchase or carry "margin stock" within the meaning of Regulation
U of the Federal Reserve Board.

     2.3  Authority of Borrower.  Borrower has full power and authority to enter
into this Amendment,  to make the borrowings under the Loan Agreement as amended
by this Amendment,  and to incur and perform the obligations  provided for under
the Loan Agreement and this Amendment, 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 Borrower of
this Amendment will not (i) violate any provision of law, any order of any court
or other agency of government, or the Certificate of Incorporation or By-Laws of
Borrower, or (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  an  executed  copy of this
Amendment.

<PAGE>


     3.2 Borrower shall have delivered to Bank an Amended and Restated Revolving
Note made by Borrower and payable to the order of Bank, in the form of Exhibit A
attached hereto.

     3.3 Borrower shall have delivered to Bank an Amended and Restated Term Note
made by  Borrower  and  payable  to the order of Bank,  in the form of Exhibit B
attached hereto.

     3.4 Borrower  shall have  delivered to Bank an Amended and Restated  Second
Term Note made by  Borrower  and  payable  to the order of Bank,  in the form of
Exhibit C attached hereto.

     3.5 Borrower shall have executed and delivered to Bank an Eighth  Amendment
to  Mortgage  and  Assignment  of Rents  and  Leases,  in the form of  Exhibit D
attached hereto.

     3.6  Bank  shall  have  received  each of the  instruments,  documents  and
agreements  set  forth on the Loan  Closing  Checklist  set  forth in  Exhibit E
attached hereto.

     3.7 Bank shall have received,  in form and substance  satisfactory to Bank,
each and  every  agreement,  document,  note,  release,  guaranty,  certificate,
notice, affidavit,  exhibit, schedule,  resolution,  legal opinion,  assignment,
security agreement,  or financing  statement,  which Bank may reasonably request
from Borrower to effect the intent of this Amendment.

     3.8 No Event of Default under  Section 9 of the Loan  Agreement or event or
condition  which,  with the giving of notice or the  passage  of time,  or both,
would constitute an Event of Default, has occurred or is continuing.

SECTION 4       REAFFIRMATION.
                -------------

     Borrower  hereby   expressly   reaffirms  and  assumes  all  of  Borrower's
obligations  and  liabilities to Bank as set forth in the Loan Agreement and the
other  Loan  Documents  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,
indemnities,  grants of security  interests and covenants  contained in the Loan
Agreement  and the  other  Loan  Documents,  in so far as such  obligations  and
liabilities may be modified by this Amendment, as though such Loan Agreement and
Loan Documents were being  re-executed on the date hereof,  except to the extent
that such terms expressly relate to an earlier date. Borrower ratifies, confirms
and affirms without condition,  all liens and security interests granted to Bank
pursuant to the Loan Agreement and the other Loan  Documents  (including but not
limited all the liens and security  interests granted to Bank under the Security
Agreement,  the  Mortgage  and the  financing  statements)  and such  liens  and
security  interests shall continue to secure the Obligations,  including but not
limited  to,  Loans made by Bank to the  Borrower  under the Loan  Agreement  as
amended by this Amendment, and all extensions renewals, refinancings, amendments
or modifications of any of the foregoing.

<PAGE>

SECTION 5       GENERAL PROVISIONS.
                ------------------

     5.1 No Changes.  Except as expressly provided in 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.

     5.2  Attorneys  Fees  and  Costs.  In  addition  to the  restructuring  fee
described above,  Borrower agrees to reimburse Bank for all of its out of pocket
legal fees and expenses  incurred in the preparation and  documentation  of this
Amendment and related documents.

     5.3 Governing Law. This Amendment shall be construed in accordance with and
governed  by the  internal  laws (as  distinguished  from the  conflicts  of law
provisions) of the State of Illinois.

     5.4  Counterparts.  This  Amendment  may  be  executed  in  any  number  of
counterparts.


     5.5  References.  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.

     5.6 No Waiver. No failure on the part of Bank to exercise,  and no delay in
exercising,  any right under the Loan  Agreement or any Loan  Documents or under
this  Amendment  shall  operate  as a waiver  thereof;  nor shall any  single or
partial  exercise  of any right  under  the Loan  Agreement  or any  other  Loan
Document  preclude any other or further  exercise thereof or the exercise of any
other right. The remedies  provided in the Loan Documents are cumulative and are
not exclusive of any remedies provided by law or equity.

     5.7  Successors and Assigns.  This Amendment  shall inure to the benefit of
Bank, its  successors  and assigns and be binding upon Borrower,  its successors
and assigns.


                  [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  representatives,  all as of the date and year
first above written.


BORROWER:                       CFC INTERNATIONAL, INC.


                                By: _________________________
                                Title: ________________________



BANK:                           LASALLE BANK NATIONAL ASSOCIATION


                                By: _________________________
                                Title: ________________________


<PAGE>


                                     Annex A


-------------------------------- -------------------------------------
       Debt to TNW                    Bank's Cost of Funds, plus
-------------------------------- -------------------------------------
       #1.0:1                                   175 bps
-------------------------------- -------------------------------------
       >1.0<1.5:1                               200 bps
-------------------------------- -------------------------------------
       >1.5<2.0:1                               225 bps
-------------------------------- -------------------------------------
       >2.0:1                                   250 bps
-------------------------------- -------------------------------------



<PAGE>


                                     Annex B

-------------------------------- -------------------------------------
         Debt to TNW                    Bank's Cost of Funds, plus
-------------------------------- -------------------------------------
         #1.0:1                                  200 bps
-------------------------------- -------------------------------------
         >1.0<1.5:1                              225 bps
-------------------------------- -------------------------------------
         >1.5<2.0:1                              250 bps
-------------------------------- -------------------------------------
         >2.0:1                                  275 bps
-------------------------------- -------------------------------------

<PAGE>

                                   Schedule A

                             COLLATERAL DESCRIPTION

     The  word  "Collateral"  means  all  assets,  personal  property,   rights,
interests  and fixtures of  Borrower,  of any kind or  description,  tangible or
intangible,  whether now existing or hereafter arising or acquired, and wherever
located,  including,  but not limited to, the following (all of which  property,
along  with  the  accessions,   accessories,  products,  increase  and  Proceeds
therefrom, are individually and collectively referred to as the "Collateral"):

     (a) all funds,  Deposit Accounts,  Instruments,  checks,  drafts,  credits,
cash, securities,  notes,  Investment Property (including all Financial Assets),
General Intangibles  (including Payment Intangibles,  charge card or credit card
receivables, interest rate exchange agreements, foreign exchange agreements, and
hedging  agreements  of all  types),  Letter  of Credit  Rights,  Goods or other
property  of any type,  of, or for the  account of,  Borrower  now or  hereafter
coming into the possession, control or custody of, or in transit to, Bank or any
agent or bailee for Bank or any parent,  affiliate or  subsidiary of Bank or any
participant  with  Bank in the  loans  to  Borrower  (whether  for  safekeeping,
deposit, collection, custody, pledge, transmission or otherwise),  including all
earnings,  dividends,  interest, or other rights in connection therewith and the
products and Proceeds  therefrom,  including the proceeds of insurance  thereon;
and

     (b) the additional property of Borrower,  whether now existing or hereafter
arising or acquired,  and wherever now or hereafter  located,  together with all
additions, increase, accessories, and accessions thereto, substitutions for, and
replacements,  products and Proceeds therefrom,  and all of Borrower's books and
records  and  recorded  data  relating  thereto  (regardless  of the  medium  of
recording  together with all of Borrower's  right,  title and interest in and to
all computer software required to utilize, create, maintain and process any such
records or data on electronic media), identified and set forth as follows:

          (i) All  Accounts  (whether or not  Eligible  Accounts  and  including
     Health Care Insurance Receivables) and all Goods whose sale, lease or other
     disposition  by Borrower has given rise to Accounts and have been  returned
     to, or  repossessed  or stopped in transit  by,  Borrower,  or  rejected or
     refused by an Account Debtor;

          (ii) All Inventory (whether or not Eligible  Inventory)  including raw
     materials, work in process and finished goods, and whether or not delivered
     or held in stock, on consignment, leased or otherwise;

          (iii) All Goods (including Goods with Embedded Software) and Fixtures,
     including, without limitation, Equipment (including Equipment with Embedded
     Software),   vehicles,  furniture,   Fixtures,   Manufactured  Homes,  Farm
     Products, timber and extracted minerals;

          (iv) All  General  Intangibles,  including  but not limited to Payment
     Intangibles,  Software,  trademarks (including related goodwill),  patents,
     copyrights,  trade  secrets,  computer  and  electronic  data and  records,
     licensed rights, lease rights,  interest rate exchange agreements,  foreign
     exchange  agreements,  hedging  agreements  of all  types,  and  all  other
     contractual or legal rights and interests not covered by other descriptions
     or types of Collateral;

<PAGE>

          (v) All Investment Property and Deposit Accounts;

          (vi) All Chattel Paper, Electronic Chattel Paper, Instruments,  notes,
     Documents,  Letter of Credit  Rights,  letters  of credit and  proceeds  of
     letters of credit,  Supporting  Obligations,  notes secured by real estate,
     and Commercial Tort Claims;

          (vii) All Real Property of Borrower, including Fixtures,  As-Extracted
     Minerals and uncut timber (to the extent not Goods);

          (viii) All life insurance  policies and rights thereunder and proceeds
     thereof; and

          (ix) All Proceeds,  including insurance policies and proceeds insuring
     the foregoing property or any part thereof, including unearned premiums.

     Except for the terms "Collateral,"  "Bank,"  "Borrower,"  "Account Debtor,"
"Real Property," "Eligible Accounts" and "Eligible  Inventory," each capitalized
term used in this  description of the Collateral shall have the meaning given to
it in the  Uniform  Commercial  Code in effect from time to time in the State of
Illinois.

<PAGE>
                              AMENDED AND RESTATED
                                 REVOLVING NOTE

$5,500,000                                                      January 31, 2003

     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"), on April 1, 2005, the
principal sum of Five Million Five Hundred  Thousand  Dollars  ($5,500,000),  or
such lesser amount of all of the then  outstanding  advances made by the Bank to
the Borrower  pursuant to Section 2.1 of the "Loan  Agreement"  (as  hereinafter
defined),  together  with interest on any and all  principal  amounts  remaining
unpaid  hereunder from time to time from the date hereof until paid at the rates
and payable as provided in the Loan Agreement.

     Any amount of  interest  or  principal  hereof  which is not paid when due,
whether on a Monthly Payment Date (as defined in the Loan Agreement),  at stated
maturity, by acceleration or otherwise, shall bear interest payable on demand at
the "Default Rate" (as 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 the Bank at its office at 135 South LaSalle Street, Chicago, Illinois
60603 or at such other place as the holder of this Note may designate in writing
to the Borrower.  The Bank may charge any deposit or other account maintained by
the Borrower with the Bank or any of the Bank's affiliates  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 the Borrower's  liability to the Bank hereunder,  the
books and records of the Bank shall be controlling absent manifest error.

     This Note  evidences  certain  indebtedness  incurred under the Amended and
Restated  Loan and Security  Agreement,  dated as of May 17,  2001,  between the
Borrower  and  the  Bank  (as  heretofore  and  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 therein.  The Borrower
agrees to pay all reasonable  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.

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

<PAGE>

     Upon the  occurrence of an Event of Default 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 the  Borrower,  and the Bank may
exercise all of its rights and remedies  reserved to it under the Loan Agreement
or applicable law.

     The  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.

     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.

     If any  provision of this Note or the  application  thereof to any party or
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.  All references to the singular shall be deemed to include the plural,
and vice versa, where the context so requires.

     THE BORROWER HEREBY WAIVES ANY RIGHT THE 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  constitutes a renewal and  restatement  of, and  replacement and
substitution  for, the  Revolving  Note dated May 17, 2001 of the Borrower  made
payable  to the  order of Bank in the  principal  amount  of Five  Million  Five
Hundred Thousand Dollars ($5,500,000.00) (the "Original Note"). The indebtedness
evidenced by the Original Note is continuing  indebtedness,  and nothing  herein
shall be deemed to constitute a payment,  settlement or novation of the Original
Note, or to release or otherwise adversely affect any lien, mortgage or security
interest  securing  such  indebtedness  or any  rights of the Bank  against  any
guarantor,  surety or other  party  primarily  or  secondarily  liable  for such
indebtedness.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>



     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.

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


<PAGE>



                              AMENDED AND RESTATED
                                    TERM NOTE

$2,349,162                                                      January 31, 2003

     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
Two Million  Three Hundred  Forty-Nine  Thousand One Hundred  Sixty-Two  Dollars
($2,349,162), in sixty (60) equal monthly installments of principal, each in the
amount of  Thirteen  Thousand  Fifty-One  and  No/100  Dollars  ($13,051),  plus
interest accrued  thereof,  commencing on February 1, 2003 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 January 31, 2008.

     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 February 1, 2003, at the interest rate provided in Section
2.2.3 of the Loan Agreement, 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 and  Security  Agreement,  dated as of May 17, 2001
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.

<PAGE>

     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 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.

     This Note shall be in replacement of and in  substitution  for that certain
Replacement Term Note dated November 13, 1998, in the original  principal amount
of  $2,625,000.00,  made by  Borrower  and  payable  to the  order of Bank  (the
"Original Note"). The indebtedness  evidenced by the Original Note is continuing
indebtedness,  and  nothing  herein  shall be deemed to  constitute  a  payment,
settlement  or  novation  of the  Original  Note,  or to  release  or  otherwise
adversely  affect  any  lien,   mortgage  or  security  interest  securing  such
indebtedness  or any rights of the Bank against any  guarantor,  surety or other
party primarily or secondarily liable for such indebtedness.

     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.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>





     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.


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

<PAGE>



                              AMENDED AND RESTATED
                                SECOND TERM NOTE

$4,806,574                                                      January 31, 2003

     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
Four Million  Eight  Hundred Six  Thousand  Five  Hundred  Seventy-Four  Dollars
($4,806,574), in sixty (60) equal monthly installments of principal, each in the
amount of Sixty-Six  Thousand Seven Hundred Fifty and No/100 Dollars  ($66,750),
plus interest accrued thereof,  commencing on February 1, 2003 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 January 31,
2008.

     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 February 1, 2003, at the interest rate provided in Section
2.3.3 of the Loan Agreement, 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 and  Security  Agreement,  dated as of May 17, 2001
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.

<PAGE>

     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.

     This Note shall be in replacement of and in  substitution  for that certain
Second  Term Note  dated  May 17,  2001,  in the  original  principal  amount of
$5,773,336.00,  made by Borrower and payable to the order of Bank (the "Original
Note").   The  indebtedness   evidenced  by  the  Original  Note  is  continuing
indebtedness,  and  nothing  herein  shall be deemed to  constitute  a  payment,
settlement  or  novation  of the  Original  Note,  or to  release  or  otherwise
adversely  affect  any  lien,   mortgage  or  security  interest  securing  such
indebtedness  or any rights of the Bank against any  guarantor,  surety or other
party primarily or secondarily liable for such indebtedness.

     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.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>




     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.


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


<PAGE>



                             SECRETARY'S CERTIFICATE

     I,  Dennis  Lakomy,  Secretary  of  CFC  International,  Inc.,  a  Delaware
corporation (the  "Company"),  in connection with the First Amendment to Amended
and Restated Loan and Security  Agreement  dated January 31, 2003 by and between
the Company and LaSalle Bank National Association, HEREBY CERTIFY that:

     1. Attached hereto as Exhibit I is a true, correct and complete copy of the
Certificate of Incorporation of the Company as in effect on the date hereof.

     2.  Attached  hereto as Exhibit II is a true,  correct and complete copy of
the by-laws of the Company as in effect on the date hereof.

     3. Attached  hereto as Exhibit III is a true,  correct and complete copy of
the  resolutions  duly adopted by the Board of  Directors of the Company,  which
resolutions have not been revoked,  modified, amended or rescinded and are still
in full force and effect.

     4. The persons named in Exhibit IV attached  hereto have been duly elected,
have duly qualified and are acting  officers of the Company  holding on the date
hereof the respective  offices set forth therein  opposite their names,  and the
signatures set forth therein opposite their names are their genuine signatures.

     IN WITNESS  WHEREOF,  I have  executed  this  certificate  on behalf of the
Company this 31 day of January, 2003.


                 CFC International, Inc., a Delaware corporation

                 By:________________________________














</TEXT>
</DOCUMENT>
