<PAGE>   1
                                                                   EXHIBIT 10.5


                                   AGREEMENT

         This Agreement is entered into as of April 1, 1995, by and among
Engelhard Corporation, a Delaware corporation ("Engelhard"), ICC Technologies,
Inc., a Delaware corporation ("ICC"), and Engelhard/ICC, a Pennsylvania general
partnership ("Engelhard/ICC").


                                  WITNESSETH:


         WHEREAS, arrangements have been made for the sale by the Dade County
Industrial Development Authority, a body corporate and politic duly organized
and existing under the laws of the State of Florida (the "Authority"), of its
Industrial Development Revenue Bonds, Series 1995 (Engelhard/ICC Project) in
the aggregate principal amount of $8,500,000 (the "Bonds"); and

         WHEREAS, the Bonds are to be issued under and pursuant to a Trust
Indenture dated as of April 1, 1995, by and between the Authority and First
Fidelity Bank, National Association, as Trustee (the "Trustee") (such Trust
Indenture, as the same may be amended or supplemented from time to time, the
"Indenture"); and

         WHEREAS, the proceeds of the sale of the Bonds will be loaned to
Engelhard/ICC under a Loan Agreement dated as of April 1, 1995 by and between
the Authority and Engelhard/ICC (as the same may be amended or supplemented
from time to time, the "Loan Agreement") to finance the Project Costs (as
defined in the Loan Agreement) of the Project (as defined in the Indenture);
and

         WHEREAS, Engelhard DT, Inc., a wholly owned subsidiary of Engelhard,
and ICC Desiccant Technologies, Inc., a wholly owned subsidiary of ICC, are
equal general partners of Engelhard/ICC, which was formed to develop and
commercialize air conditioning and air treatment systems based on the then
existing technologies of Engelhard and ICC; and

         WHEREAS, as an inducement to the Authority to issue the Bonds and loan
the proceeds to Engelhard/ICC and as an inducement to the purchase of the Bonds
by all who may at any time become holders thereof, Engelhard is entering into a
Guaranty Agreement with the Trustee and the Authority pursuant to which
Engelhard (i) guarantees to the Trustee the full and prompt payment of the Loan
Payments and the Purchase Price Payments (as such terms are defined in the Loan
Agreement) on the Bonds when and as the same shall become due and payable by
Engelhard/ICC under the Loan Agreement and (11) agrees to make such payments in
the event of any failure of Engelhard/ICC to make such payments, and 

        WHEREAS, as a condition of entering into the aforesaid Guaranty 
Agreement, Engelhard requires that Engelhard and ICC enter into this Agreement 
to set forth the rights and obligations of Engelhard/ICC and ICC, and their 
respective wholly owned subsidiaries as general partners of Engelhard/ICC, with 
regard to the performance of Engelhard/ICC under the Loan Agreement and the 
performance of Engelhard under the Guaranty Agreement;

        NOW, therefore, in consideration of the premises and other good and 
valuable consideration, the receipt of which is hereby acknowledged, the 
parties hereto agree as follows:

ARTICLE I
DEFINITIONS

        (a)  The following terms have the meanings set forth in the recitals
hereto:
                Engelhard                       ICC
                Engelhard/ICC                   Authority
                Bonds                           Indenture
                Loan Agreement                  Trustee
                Loan Payments                   Purchase Price Payments

        (b)  In addition to the forgoing terms, the following terms shall have 
the following respective meanings:

        "Guaranty Agreement" shall mean the Guaranty Agreement dated as of 
April 1, 1995 by and among Engelhard, the Trustee and the Authority.

        "Payment Deficiency" shall mean such term as defined in Section 2.3.

        "Letter of Credit" shall mean the letter of credit described in 
Section 4.1.

        "Event of Default" shall mean such term as defined in Section 5.1.
       
ARTICLE II
PERFORMANCE OF ENGELHARD/ICC OBLIGATIONS
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         2.1 Engelhard and ICC each acknowledge and agree that Engelhard/ICC is
required to make payments and perform obligations under the Loan Agreement at
such times and/or in such manner as set forth therein, and that Engelhard and
ICC are equally responsible and liable for any failure of Engelhard/ICC to make
such payments and/or perform such obligations. For its part, Engelhard agrees
to and will take such corporate action, in its capacity as the sole stockholder
of Engelhard DT, Inc., as may be necessary to cause Engelhard DT, Inc., as a
general partner of Engelhard/ICC, to take such actions as are required of it to
ensure that Engelhard/ICC meets its obligations under the Loan Agreement, and
for its part, ICC agrees to and will take such corporate action, in its
capacity as the sole stockholder of ICC Desiccant Technologies, Inc., as may be
necessary to cause ICC Desiccant Technologies, Inc., as a general partner of
Engelhard/ICC, to take such actions as are required of it to ensure that
Engelhard/ICC meets its obligations under the Loan Agreement.

         2.2 Engelhard/ICC and ICC each agrees that they will send to
Engelhard, and Engelhard agrees that it will send to ICC and to Engelhard/ICC,
by facsimile, any and all notices, messages and other communications which
either receives from the Trustee, Authority, Remarketing Agent and/or any other
party acting in their behalf.

         2.3 Prior to the date any payment is due from Engelhard/ICC under the
Loan Agreement, Engelhard shall determine the amount of such payment so due,
the date same is to be paid, without interest or penalty, and the party to whom
such payment is to be made as aforesaid. At such time Engelhard shall also
determine, in consultation with Engelhard/ICC, whether Engelhard/ICC has
sufficient funds available to make such payment in full on the date same is to
be paid. If Engelhard should determine that Engelhard/ICC has and/or will have
sufficient funds to make such payment in full as aforesaid, then in such case
Engelhard/ICC shall render the payment due no later than the date on which same
is due. If Engelhard should determine that Engelhard/ICC does not have and will
not have sufficient funds to make such payment in full as aforesaid, then in
such case Engelhard shall determine the amount of the deficiency between the
amount of such payment due and the amount of funds Engelhard determines that
Engelhard/ICC has and/or will have to remit against such payment (herein
referred to, as to any particular payment due as aforesaid, as the "Payment
Deficiency").  Engelhard shall immediately advise ICC of any Payment
Deficiency.

         2.4 It is understood and agreed that ICC and Engelhard shall each be
liable and responsible for one-half of any and all Payment Deficiencies.
Whenever a Payment Deficiency should occur, Engelhard shall deliver or cause to
be delivered to the Trustee, on behalf of Engelhard/ICC, immediately available
funds in an amount equal to the Payment Deficiency no later than 10:00 a.m.,
New York
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City time, on the date on which the payment as to which the Payment Deficiency
relates is required to be made by Engelhard/ICC. In the event of payment of a
Payment Deficiency by Engelhard to the Trustee, Engelhard shall reimburse
itself for one-half of the amount so paid by Engelhard by making a draw under
the Letter of Credit pursuant to Section 4.2 hereof, provided that if the
amount payable by ICC to Engelhard as its fifty percent (50%) share of the
Payment Deficiency payment made by Engelhard shall exceed the amount still
available for draw under the Letter of Credit, ICC shall, promptly after notice
from Engelhard that the amount available for draw under the Letter of Credit is
insufficient to pay ICC's fifty percent (50%) share as aforesaid, pay to
Engelhard by wire transfer of funds, no later than 2:00 p.m. on the second
business day following receipt by ICC of such notice from Engelhard
(accompanied by a certificate of the Treasurer or Assistant Treasurer of
Engelhard to the effect that such payment has been made), to Engelhard's
Account Number 126-3494 at Mellon Bank, Pittsburgh, Pennsylvania, the amount
payable by ICC to Engelhard as its fifty percent (50%) share of the Payment
Deficiency payment made by Engelhard, less the amount available to be drawn by
Engelhard under the Letter of Credit. Engelhard/ICC shall render to the Trustee
the payment due, less the amount of the Payment Deficiency, no later then the
time and date on which same is due utilizing, if applicable, the funds
previously determined by Engelhard to be available to Engelhard/ICC to remit
against such payment. Each and every amount paid by Engelhard and ICC to cover
a Payment Deficiency shall be considered to be a loan by the remitting party to
Engelhard/ICC and shall be evidenced by promissory note in the form of, and
subject to the terms and conditions set forth in, the promissory note attached
hereto as Exhibit A; provided, however, that Engelhard and ICC may agree to
treat any one or more, and/or all, of such payments as contributions to the
capital of Engelhard/ICC.

ARTICLE III

GUARANTY

         3.1 Subject to and upon the condition that ICC shall have executed
this Agreement, and as an inducement to the Authority to issue the Bonds and
loan the proceeds to Engelhard/ICC and as an inducement to the purchase of the
Bonds by all who may at any time become holders thereof, Engelhard shall
execute and deliver to the Trustee the Guaranty Agreement.

         3.2 It is understood and agreed that ICC shall be liable and
responsible for onehalf of any and all payments which Engelhard is required to
make and makes under the Guaranty Agreement. Accordingly, if Engelhard should
at any time receive notice from the Trustee to the effect that Engelhard is
being called upon to
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render payment under the Guaranty Agreement and Engelhard renders such payment
under the Guaranty Agreement, Engelhard shall reimburse itself for one-half of
the amount so paid by Engelhard by making a draw under the Letter of Credit
pursuant to Section 4.2 hereof, provided that if the amount payable by ICC to
Engelhard as its fifty percent (50%) share of the payment so made by Engelhard
under the Guaranty Agreement shall exceed the amount still available for draw
under the Letter of Credit, ICC shall, promptly after notice from Engelhard
that the amount available for draw under the Letter of Credit is insufficient
to pay ICC's fifty percent (50%) share as aforesaid, pay to Engelhard by wire
transfer of funds, no later than 2:00 p.m. on the second business day following
receipt by ICC of such notice from Engelhard (accompanied by a certificate of
the Treasurer or Assistant Treasurer of Engelhard to the effect that such
payment has been made), to Engelhard's Account Number 126-3494 at Mellon Bank,
Pittsburgh, Pennsylvania, one-half of such payment, less the amount available
to be drawn by Engelhard under the Letter of Credit.

         3.3 Each and every amount paid by Engelhard under the Guaranty
Agreement, net of the amount reimbursed by ICC to Engelhard in connection
therewith, shall be deemed to be a loan by Engelhard to Engelhard/ICC and shall
be evidenced by promissory note in the form of, and subject to the terms and
conditions set forth in, the promissory note attached hereto as Exhibit A, and
each and every amount paid to Engelhard by ICC under Section 3.2 shall be
deemed to be a loan by ICC to Engelhard/ICC and shall be evidenced by
promissory note in the form of, and subject to the terms and conditions set
forth in, the promissory note attached hereto as Exhibit A; provided, however,
that Engelhard and ICC may agree to treat any one or more, and/or all, of such
payments as contributions to the capital of Engelhard/ICC.

ARTICLE IV
LETTER OF CREDIT

         4.1 In order to secure ICC's obligations under Sections 2.4 and 3.2 of
this Agreement and to ensure timely delivery of any and all payments due from
ICC thereunder, ICC shall establish with Mellon Bank, N.A. (the "Bank"), no
later than April 19, 1995, and maintain with said Bank (or any other bank
acceptable to Engelhard should the Bank not extend the then existing letter of
credit) during the period the Loan Agreement is effective, a clean and
irrevocable letter of credit in favor of Engelhard in the form attached hereto
as Exhibit B in the principal amount of $2,500,000. ICC shall be responsible
and liable for, and shall pay, any and all costs and expenses incurred in
establishing and/or maintaining the Letter of Credit provided hereunder and
Engelhard shall have no responsibility and/or liability therefor.

         4.2 Every draw by Engelhard under the Letter of Credit pursuant to
Section 2.4 and/or 3.2 shall be made by Engelhard by
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right and without notice to ICC, by presentation to the Bank, at any time after
the time on which Engelhard paid any Payment Deficiency in the case of Section
2.4 or at any time after the time on which Engelhard rendered payment under the
Guaranty in the case of Section 3.2, of a sight draft under the Letter of
Credit provided hereunder for all or any part of the amount which ICC was
required to remit as aforesaid, accompanied by a certificate of the Treasurer
or Assistant Treasurer of Engelhard to the effect that such payment has been
made in the form attached hereto as Annex A to Exhibit B. Promptly after the
giving of such certificate to the Bank, Engelhard shall send a copy of such
certificate to ICC by facsimile transmission.

         4.3 If from time to time during the term of this Agreement Engelhard
should determine that ICC's share, through ICC Desiccant Technologies, Inc., of
the total liability of Engelhard/ICC and Engelhard under the Loan Agreement and
the Guaranty Agreement, respectively, is less than the then total principal
amount of the then existing Letters of Credit and, if applicable, the security
instruments and/or other arrangements provided under Section 4.1, then in such
case Engelhard shall so notify ICC and shall direct the Bank to reduce the
total principal amount of the Letters of Credit to ICC's share of the total
liability then determined by Engelhard to be applicable under the Loan
Agreement and the Guaranty Agreement. Promptly after the giving of such notice
to the Bank, Engelhard shall send a copy of such notice to ICC by facsimile
transmission.

ARTICLE V
EVENTS OF DEFAULT

         5.1 (a) If ICC shall fail to observe or perform any covenant or
agreement contained in Section 2.4, Section 3.2 and Section 4.1 and such
failure shall not have been remedied by Engelhard drawing against the Letter of
Credit, such occurrence shall constitute an "Event of Default" hereunder.

         (b) Each and every default in payment by ICC of any amounts due from
ICC under this Agreement shall give rise to a separate cause of action
hereunder, and separate suits may be brought hereunder as each cause of action
arises.

         5.2 Upon the occurrence of an Event of Default hereunder, Engelhard
may exercise any or any combination of the remedies afforded under this
Agreement or applicable law, as may be chosen at Engelhard's sole discretion.

ARTICLE VI
ICC'S OBLIGATIONS

         6.1 The obligations of ICC under this Agreement shall be absolute and
unconditional, and shall remain in full force and
<PAGE>   6
effect for the full term of this Agreement and such obligations shall not be
affected, modified or impaired upon the happening from time to time of any
event, including without limitation any of the following, whether or not with
notice to, or the consent of, ICC:

         (a) the waiver, compromise, settlement, release or termination of any
or all of the obligations, covenants or agreements of the Authority contained
in the Indenture or the Bonds or of the payment, performance or observance
thereof;

         (b) the failure of Engelhard/ICC and/or ICC to receive notice of the
occurrence of an Event of Default under the terms and provisions of the Loan
Agreement or the Indenture or the Guaranty Agreement;

         (c) the extension of the time for payment of the amount of any
principal of, premium, if any, or any interest owing or payable on the Bonds or
of the time for performance of any obligations, covenants or agreements under
or arising out of the Loan Agreement or the Indenture or the Guaranty
Agreement, or the extension or the renewal of the Loan Agreement or the
Indenture or the Guaranty Agreement;

         (d) the modification or amendment (whether material or otherwise) of
any obligation, covenant or agreement set forth in the Loan Agreement or the
Indenture or the Guaranty Agreement;

         (e) the taking or the omission of any of the actions referred to in
the Loan Agreement or the Indenture or the Guaranty Agreement or of any actions
under this Agreement;

         (f) any failure, omission or delay on the part of Engelhard to
enforce, assert or exercise any right, power or remedy conferred on Engelhard
in this Agreement or any other act or acts on the part of Engelhard relating to
the foregoing, if any;

         (g) any failure, omission or delay on the part of the Authority or
Trustee to enforce, assert or exercise any right, power or remedy conferred on
the Authority or on the Trustee in the Loan Agreement or the Indenture or the
Guaranty Agreement or any other act or acts on the part of the Authority or the
Trustee relating to the foregoing, if any;

         (h) the voluntary or involuntary liquidation, dissolution, sale or
other disposition of all or substantially all the assets, marshalling of assets
and liabilities, receivership, insolvency, bankruptcy, assignment for the
benefit of creditors, reorganization, arrangement, composition with creditors
or readjustment or other similar proceedings affecting Engelhard/ICC, ICC or
the Authority or the Trustee or the assets of any of them, or any contest of
the validity of this Agreement, the Bonds, the Loan Agreement, the Indenture or
the Guaranty Agreement; or the
<PAGE>   7
disaffirmance of the Loan Agreement, the Indenture, the Guaranty Agreement, the
Bonds, or this Agreement in any such proceeding;


         (i) to the extent permitted by law, any event or action that would, in
the absence of this clause, result in the release or discharge by operation of
law of ICC from the performance or observance of any obligation, covenant or
agreement contained in this Agreement;

         (j) to the extent permitted by law, any event or action that would, in
the absence of this clause, result in the release or discharge by operation of
law of Engelhard/ICC from the performance or observance of any obligation,
covenant or agreement contained in the Loan Agreement;

         (k) to the extent permitted by law, any event or action that would, in
the absence of this clause, result in the release or discharge by operation of
law of Engelhard from the performance or observance of any obligation, covenant
or agreement contained in the Guaranty Agreement; provided, however, that ICC
shall not be obligated hereunder for an amount in excess of one-half of the
amount for which Engelhard is obligated under the Guaranty Agreement and, in
fact, makes payment pursuant to the Guaranty Agreement;

         (I) the default or failure of ICC fully to perform any of the
obligations set forth in this Agreement;

         (m) the default or failure of Engelhard/ICC fully to perform any of
the obligations set forth in the Loan Agreement;

         (n) the default or failure of Engelhard fully to perform any of the
obligations set forth in the Guaranty Agreement; provided, however, that ICC
shall not be obligated hereunder for an amount in excess of one-half of the
amount for which Engelhard is obligated under the Guaranty Agreement and, in
fact, makes payment pursuant to the Guaranty Agreement;

         (o) the substitution, exchange or release of any collateral securing
payment of the Bonds or performance of the Loan Agreement; or

         (p) the invalidity, illegality or unenforceability of the Bonds or any
provision of the Loan Agreement, the Indenture, the Guaranty Agreement or any
other document or agreement delivered in connection with the issuance of the
Bonds; provided, however, that ICC shall not be obligated hereunder for an
amount in excess of one-half of the amount for which Engelhard is obligated
under the Guaranty Agreement and, in fact, makes payment pursuant to the
Guaranty Agreement.
<PAGE>   8
         6 2 No setoff, counterclaim, reduction, or diminution of an
obligation, or any defense of any kind or nature (other than performance by ICC
of its obligations hereunder and other than performance by Engelhard/ICC of its
obligations under the Loan Agreement) which ICC has or may have against
Engelhard/ICC, Engelhard, the Authority or the Trustee shall be available
hereunder to ICC against Engelhard. No invalidity, irregularity or
unenforceability of all or any part of the obligations hereunder or of any
security therefor shall affect, impair or constitute a defense to ICC's
obligations under this Agreement. Notwithstanding anything contained in this
Agreement to the contrary, nothing contained in this Article VI or elsewhere in
this Agreement shall be deemed to prevent ICC, after payment in full of its
obligations hereunder, from asserting in a separate action any setoff, claim,
counterclaim, diminution of obligation or any other right which ICC has or may
have against Engelhard/ICC, Engelhard, the Authority or the Trustee, and in any
such action by ICC Engelhard/ICC, Engelhard, the Authority or the Trustee may
not raise as a defense the failure by ICC to assert such claim in any prior
suit by Engelhard/ICC, Engelhard, the Authority or the Trustee, as the case may
be.

         6.3 ICC hereby expressly waives notice from Engelhard of its
acceptance and reliance on this Agreement and waives presentment, demand,
protest, and any other notice of any other kind with respect to this Agreement
except as may be expressly provided for in this Agreement. ICC also waives
Engelhard's promptness or diligence in making any demand or claim hereunder.
ICC and Engelhard each agrees to pay all costs, expenses and fees, including
all reasonable attorneys' fees, which may be incurred by the other party in
enforcing this Agreement or protecting the rights of such party hereunder,
whether the same shall be enforced by suit or otherwise.

         6.4 This Agreement shall not be deemed to create any right in, or to
be in whole or in part for the benefit of, any person other than Engelhard and
its successors and permitted assigns. This Agreement is entered into by ICC for
the benefit of Engelhard and may be enforced solely by Engelhard.

         6.5 ICC's obligation under this Agreement shall survive the payment of
the Bonds, and shall be reinstated, if at any time any payment to Engelhard
and/or the Trustee is voided or is required to be returned or restored.

         6.6 This Agreement shall terminate only upon the termination of the
Loan Agreement. Notwithstanding anything contained herein to the contrary, this
Agreement shall survive the termination of any other agreement, including,
without limitation, the Guaranty Agreement and/or the Indenture.

ARTICLE VII
<PAGE>   9
NOTICES

         Any notice, request, consent, waiver or other communication given,
made or withdrawn pursuant to this Agreement to be effective shall be in
writing or by telegram, telex, facsimile or other electronic written
communication and shall be effective (a) when delivered at the address provided
for below by hand, telegram or courier service, receipt obtained (b) three
business days after deposit in the mail, sent certified, return receipt
requested, postage prepaid, or (c) when sent by telex, facsimile or other
electronic written communication, answerback or other acknowledgment of receipt
received, addressed as provided below, or to such other address as may be
designated by any party hereto giving or changing its address:

(i) if to ICC, to:

ICC Technologies, Inc.
441 North Fifth Street
Philadelphia, PA 19123
Attention: Chief Financial Officer

Telephone: 215-625-7200, Ext. 154
Facsimile: 215-592-7951

with copies to:

Richard P. Jaffe, Esq.
Mesirov Gelman Gaffe Cramer & Jamieson
1735 Market Street, 38th Floor
Philadelphia, PA 19103

Telephone: 215-994-1046
Facsimile: 215-994-1111

(ii) if to Engelhard, to:

Engelhard Corporation
101 Wood Avenue
Iselin, New Jersey 08830
Attention: Treasurer

Telephone: 908-205-5000
Facsimile: 908-205-6525

with copies to:

Engelhard Corporation
101 Wood Avenue
Iselin, New Jersey 08830

Attention: Vice President and General Counsel
<PAGE>   10
Telephone: 908-205-5527
Facsimile: 908-906-0337
(i) if to Engelhard/ICC, to:
         Engelhard/ICC
         441 North Fifth Street
         Philadelphia, PA 19123
         Attention: Chief Financial Officer

Telephone: 215-625-0700, Ext. 154
Facsimile: 215-592-8299

ARTICLE VIII
AMENDMENTS

         8.1 This Agreement may not be amended, modified, changed or terminated
except by an instrument in writing executed by the duly authorized officers of
the parties hereto.

         8.2 No amendment, modification, change or termination shall be
established by conduct, custom or course of dealing, but solely by an
instrument in writing as aforesaid.

ARTICLE IX

MISCELLANEOUS

         9.1 This Agreement and the rights of any party hereunder may not be
assigned to or succeeded to by any person except upon, and then only in
accordance with, the written consent of the other parties to this Agreement.

         9.2 No right or remedy herein conferred upon or reserved to Engelhard
is intended to be exclusive of any other available right or remedy, but each
and every such right and remedy shall be cumulative and shall be in addition to
every other remedy given under this Agreement or now or hereafter existing at
law or in equity. No delay or omission to exercise any right or power accruing
upon any default, omission or failure of performance hereunder shall impair any
such right or power or shall be construed to be a waiver thereof, but any such
right and power may be exercised from time to time and as often as may be
deemed expedient. In order to entitle Engelhard to exercise any remedy reserved
to it in this Agreement, it shall not be necessary to give any notice, other
than such notice as may be expressly required herein. In the event any
provision contained in this Agreement should be breached by any party and
thereafter duly waived by the other party so empowered to act, such waiver
shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach hereunder. No waiver or release of
<PAGE>   11
this Agreement or of any provision hereof shall be established by conduct,
custom or course of dealing, but solely by an instrument in writing duly
executed by the parties to this Agreement.

         9.3 ICC agrees to pay or cause to be paid all present and future taxes
or other charges, if any, imposed by any government or any department, agency,
political subdivision or taxing authority thereof on or in connection with the
Letter of Credit or the execution, delivery or registration of this Agreement
or the payment of any amounts required to be paid by ICC under this Agreement.
If any such tax or other charge is deducted or withheld from any such payment,
ICC agrees to remit promptly to Engelhard an additional amount equivalent to
the amount deducted or withheld.

         9.4 This Agreement, with respect to the obligations referred to
herein, constitutes the entire agreement and understanding between the parties
hereto, and supersedes any and all prior and contemporaneous agreements,
understandings or arrangements, both written and oral, between the parties with
respect to the subject matter hereof and may be executed in several
counterparts, each of which shall be deemed an original, and all of which
together shall constitute but one and the same instrument.

         9.5 The invalidity or unenforceability of any one or more phrases,
sentences, clauses or sections in this Agreement contained, shall not affect
the validity or enforceability of the remaining portions of this Agreement, or
any part thereof.

         9.6 This Agreement shall be governed by, and construed and interpreted
in accordance with, the laws of the State of New Jersey without giving effect
to the principles of the conflict of laws thereof.

         9.7 This Agreement shall bind ICC and its successors and permitted
assigns, if any, and shall inure to the benefit of Engelhard, and its
successors and assigns.

         IN WITNESS WHEREOF, the undersigned have duly executed this Agreement
by their respective officers thereunto duly authorized, as of the date first
above written.

                          Engelhard Corporation
Attest:                  
By: /s/ LESTER FLIEGEL    By: /s/ MICHAEL SPERDUTO
   ----------------------    -----------------------
    Assistant Secretary             Treasurer
                      
                          ICC Technologies, Inc.


Attest:                  
By: /s/ ALBERT RESNICK    By: /s/ MANFRED HANUSCHEK
   ----------------------    ------------------------
                                      CFO  

                          Engelhard/ICC

                          By: /s/ MICHAEL SPERDUTO
                             ------------------------
                                      CFO