THIS REFERRAL AGREEMENT dated as of February , 1998 by and between Engelhard HexCore, L.P., a
Delaware limited partnership ("Wheel LP") and Fresh Air Solutions, L.P., a Pennsylvania limited partnership (the
W I T N E S S E T H :
WHEREAS, Seller wishes to sell Product, and Wheel LP wishes that Seller sell Product to customers on the
basis contemplated hereby;
NOW, THEREFORE, for and in consideration of the mutual premises and the terms and conditions hereinafter
set forth, Wheel LP and Seller, with the intent to be bound thereby, agree to the following.
ARTICLE I - DEFINITIONS
As used herein, the following terms have the meanings ascribed to them in this Article (except as otherwise
expressly provided) and include the plural as well as the singular:
1.1 "Agreement": This agreement as of the date first above written, as the same may be amended from time to
time pursuant to the terms hereof.
1.2 "Climate Control Systems" shall mean all air conditioning or air treatment systems (whether pre-assembled
units or kits that are to be assembled by distributors, licensees, customers or affiliates of the Seller) that cool,
dehumidify, dry, heat and/or filter air; provided, however, that any such system shall only be a "Climate Control
System" if it operates, in part, by passing air through one or more wheel-shaped rotors, which rotors may be
treated with a desiccant material.
1.3 "Master Agreement": The Master Agreement, dated as of November 17, 1997, by and among ICC
Technologies, Inc., ICC Desiccant Technologies, Inc., ICC Investments LP, Engelhard Corporation, Engelhard
DT, Inc. and Engelhard/ICC, as the same may be amended from time to time pursuant to the terms thereof.
1.4 "Products": Any and all Climate Control Systems substantially similar to the Climate Control Systems
supplied by Box to its other customers.
ARTICLE II - SALE OF PRODUCTS
At any time, and from time to time, Wheel LP may request Seller to sell Products to customers introduced to