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                                                                   EXHIBIT 10.6


                          MEMORANDUM OF UNDERSTANDING


         This Memorandum of Understanding is entered into this 30th day of
June, 1995 by and between Engelhard/ICC, a partnership established and existing
under the laws of the state of Pennsylvania, U.S.A., and having its principal
place of business at 441 North Fifth Street, Philadelphia, PA  19123 U.S.A.
(hereinafter referred to as "E/I") and Samsung Corporation, a company
established and existing under the law of the Republic of Korea and having its
principal place of business at 250, 2-Ga, Taepyung-Ro, Chung-Gu, Seoul, Korea
(hereinafter referred to as "Samsung").

         This Memorandum of Understanding is the outcome of successful Korean
market development activities conducted in cooperation by both parties and
discussions held between the parties.  This confirms the intentions of the
parties hereto to proceed towards further mutual cooperation in a strategic
alliance for desiccant/air conditioning systems (hereinafter referred to as
"systems"), which shall be substantiated as definite contracts (hereinafter
called the "definite contracts");

         E/I and Samsung will negotiate two contracts, a technology
license/distribution agreement, and a desiccant component (hereinafter referred
to as "rotor products") supply agreement, based on the following principles:

         The technology license/distribution agreement would include a
         technology and distribution license for production and sale of Systems
         in Korea.  There would be an up-front fee plus a running royalty on
         Samsung equipment sales, related to the market size and value of
         technology in Korea as determined by both parties.

         Samsung and E/ICC will negotiate mutually acceptable contract term,
         exclusivity provisions and performance targets.

         E/I and Samsung will negotiate a mutually acceptable long-term supply
         agreement for E/I rotor products.

         In recognition of Samsung's market development efforts to date, E/I
agrees to pursue its interest in the Korean market exclusively through Samsung
through December 15, 1995, during which both parties hereto shall negotiate
with each other to conclude the definite contracts.  The parties will make best
efforts to complete a contract signing by September 15, 1995, but in no case
will the contract signing date go beyond December 15, 1995.
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         During this period, Samsung will make its best efforts to facilitate
and promote the System and achieve Systems sales in the Korean market.  In
addition, Samsung will provide E/I relevant and available up-to-date Korean
market information prior to the conclusion of the definite contracts.

         Either party shall maintain the confidentiality of any information
exchanged between the parties.

         Unless the definite contracts are executed by December 15, 1995, this
Memorandum of Understanding shall be automatically terminated without incurring
any obligations or liabilities to either parties hereto.

For and on behalf of E/I:                  For and on behalf of Samsung:



By:/s/ KIRK J. JACOBS                      By:/s/ DAE WON HAM            
   -------------------------                  ---------------------------
   Name: Kirk J. Jacobs                       Name: Dae Won Ham
   Title: Director - International            Title: General Manager/Machinery
            Business Development                       Div. 1
   Date: June 30, 1995                        Date: July 3, 1995