<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

[X]      Annual report pursuant to Section 13 or 15 (d) of the Securities
         Exchange Act of 1934 [Fee Required] for the fiscal year ended December
         31, 1996, or

[ ]      Transition report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 [No Fee Required] for the transition period from
         ____ to ____

                         Commission file number 0-13865

                             ICC TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                           23-2368845
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                            Identification Number)


     441 North 5th Street, Suite 102
       Philadelphia, Pennsylvania                                  19123
(Address of principal executive offices)                             (Zip Code)

       Registrant's telephone number, including area code: (215) 625-0700
        Securities registered pursuant to Section 12(b) of the Act: None
          Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.01 par value
                          ----------------------------
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter periods that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                  Yes X No ___

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in the definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

The aggregate market value of the voting stock held by non-affiliates of the
registrant, as of March 21, 1997 was $93,313,956.

As of March 21, 1997, 21,337,654 shares of common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

The Company's Definitive Proxy Statement for its 1997 Annual Meeting to be filed
within 120 days of the Company's fiscal year ended December 31, 1996 is
incorporated by reference in Part III.


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PART I
ITEM 1.  BUSINESS

INTRODUCTION

      ICC Technologies, Inc. (the "Company") through its joint venture
Engelhard/ICC ("the Partnership") with Engelhard Corporation ("Engelhard"),
designs, manufactures and markets innovative climate control systems to
supplement or replace conventional air conditioning systems. The Partnership's
climate control systems are based on proprietary desiccant technology initially
developed by the Company, licensed honeycomb rotor technology and Engelhard's
patented titanium silicate desiccant, ETS(TM). The Partnership's climate control
systems are designed to address indoor air quality, energy and environmental
concerns and regulations currently affecting the air conditioning market. The
Partnership currently markets its systems to certain targeted applications
within the commercial air conditioning market in North America and Asia-Pacific.

      The Company believes that the Partnership's climate control systems create
a more comfortable environment, more effectively control humidity, improve
indoor air quality, reduce energy consumption, reduce operating costs, address
certain environmental concerns and provide customers a choice from a variety of
energy sources such as natural gas, steam, waste heat or electricity.

      The Company was incorporated in 1984 under the name "International
Cogeneration Corporation." Initially, the Company designed, manufactured and
sold cogeneration equipment. The Partnership's proprietary desiccant cooling
design was initially developed by the Company as an extension of its
cogeneration business. In 1990, the Company changed its strategy and began to
design, manufacture and market climate control equipment based upon desiccant
technology, at which time the Company also changed its name to "ICC
Technologies, Inc." The Company has since discontinued its cogeneration
business.

      In May 1992, the Company entered into a joint development agreement with
Engelhard in order to design a desiccant-based climate control system utilizing
ETS(TM). The Company and Engelhard formed the Partnership in February 1994,
which replaced the joint development agreement and succeeded to the
desiccant-based climate control business which had been conducted by the
Company. In connection with the formation of the Partnership, the Company
granted Engelhard an option to acquire the Company's interest in the Partnership
in installments commencing on December 31, 1997 and extending through December
31, 2000. See "Business - The Partnership".

MARKET OVERVIEW

      The Company estimates that the worldwide annual market for residential and
commercial air conditioning systems was approximately $30 billion in 1996 and is
expected to grow to approximately $39 billion by the year 2000. The
Asian-Pacific Market is identified as the fastest growing region for residential
and commercial air conditioning systems. The Partnership has specifically
targeted certain applications within the commercial air conditioning market in
North America and Asia-Pacific. The Company estimates that the worldwide
commercial air conditioning market is expected to grow to approximately $13
billion by the year 2000, and the Company expects the Partnership's
desiccant-based systems to compete in a broader segment of this market as
awareness and acceptance of the Partnership's systems grow and their initial
cost declines.

      The Company estimates that the Asian-Pacific commercial air conditioning
market was approximately $4 billion in 1996 and is expected to increase to
approximately $6 billion by the year 2000. Many of the Asian-Pacific countries
are located in humid climates where the Partnership's climate control systems
are most effective. The Asian-Pacific market is dominated by Japan, which
predominantly utilizes natural gas powered air conditioning systems. As in
Japan, many countries throughout Asia-Pacific are experiencing shortages of
electricity, creating a demand for air conditioning systems powered by
alternative energy sources.

      The Company estimates that the North American commercial air conditioning
market was approximately $3 billion in 1996 and is expected to increase to
approximately $4 billion by the year 2000. Air conditioning systems in North
America predominately utilize electric powered systems. The Partnership's
strategy is to continue to target commercial applications in which humidity
control, indoor air quality and energy consumption


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are important health issues or a significant cost of business. Indoor air
quality has become an important issue currently affecting the air conditioning
industry in the United States. Fungal and microbial growth in damp duct work and
the build-up of pollutants from furniture, appliances and other equipment in
recirculated air can lead to unhealthy indoor environments sometimes identified
as 'Sick Building Syndrome.' To combat this problem,the American Society of
Heating, Refrigeration and Air Conditioning Engineers ("ASHRAE") issued
standards to increase the amount of fresh air brought into buildings by as much
as 200 to 300% as compared to prior ventilation standards. These standards have
been incorporated into many state and local building codes throughout the United
States for new construction. New revised standards are under consideration to
limit space relative humidity to less than sixty percent. See "Business --
Government Regulations."

      International accords which address various energy and environmental
concerns are also having an impact on air conditioning markets throughout the
world. Under the 1987 Montreal Protocol, as amended, approximately 130 signatory
countries have agreed to halt all production of ozone-destroying CFCs commencing
in 1996. As a result, the Company believes there is an increased demand for new
equipment to replace CFC-based air conditioning equipment. See "Business --
Government Regulations."

DESICCANT TECHNOLOGY

      Comfort is directly affected by both temperature and humidity. People are
generally more comfortable in less humid environments. Lower humidity allows
water to evaporate from the skin, causing a cooling effect. Conventional air
conditioning systems reduce indoor temperature and humidity by cooling air. In
conventional air conditioning humidity control is principally a by-product of
the cooling process when moisture condenses on the cooling coil. In conditions
where significant humidity reduction is desired, conventional air conditioning
systems must often cool indoor air below desired levels, thereby consuming
additional energy. Desiccant systems, however, remove humidity independently of
cooling without overcooling the air, thereby generally consuming less energy
than conventional air conditioning.

      Desiccant technology has been in existence for more than 50 years. A
desiccant is a generic term for any drying agent that removes moisture from the
air. Prior desiccant-based equipment met limited success and market acceptance
outside of industrial drying applications because of less effective desiccants
and rotors, higher maintenance costs, inefficient designs, and high initial and
operating costs. The Company believes that the Partnership's climate control
system design, which incorporates Engelhard's ETS(TM) desiccant and a small
cell, honeycomb substrate material used in the manufacture of the Partnership's
desiccant and heat exchange rotors, has principally overcome these problems and
in many applications is an energy efficient and environmentally safer supplement
or alternative to conventional air conditioning systems.

      ETS(TM) is a white crystalline powder, classified as a molecular sieve.
Molecular sieves are capable of differentiating chemicals on a
molecule-by-molecule basis and, therefore, can be designed to remove single
compounds, such as water, from liquids and gases. ETS(TM) is unique in its
capabilities to release moisture at lower regeneration temperatures, thereby
requiring less energy than other desiccants. The heat necessary to remove the
moisture can be provided by almost any source of heat capable of generating
temperatures of at least 140(Degree)F. As a result, the Partnership's systems
can use a wider variety of heat sources, including waste heat, than other
desiccant-based systems.

      The Partnership's systems utilize two wheel-shaped rotors with honeycomb
passages. The honeycomb substrate material used to make the rotors is
manufactured through a licensed proprietary process for manufacturing
lightweight structural honeycomb core. This substrate material offers lighter
weight, superior airflow and more efficient heat and moisture transfer than the
corrugated rotors used by the Partnership's competitors. The Company believes
that the Partnership's honeycomb rotors are unique and would be difficult and
costly for competitors to duplicate.

      The first rotor in the Partnership's two rotor systems is coated with
ETS(TM) and the second serves as a heat exchange rotor. Recirculated air (air
from the building), or up to 100% fresh air, is first dehumidified by passing it
through a slowly rotating rotor treated with ETS(TM) that adsorbs airborne
moisture, and thereby raises the temperature in proportion to the reduction in
humidity. As the desiccant rotor rotates to the other side of the unit, heated
air is blown through the desiccant rotor which releases the moisture from the
ETS(TM), regenerating the desiccant rotor for further dehumidification. The
warm, dehumidified air is next cooled by passing it through a similar rotor
which has not been coated with ETS(TM). Depending upon climatic conditions, the
temperature of the


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process air is generally reduced to a temperature approximately 10% lower than
outside air temperature. The heat exchange rotor is cooled by an evaporative
cooler on the other side of the unit. The moderate temperature, dry air can be
cooled further by partially rehumidifying the air through an evaporative cooler,
which does not use any refrigerants, or a smaller cooling coil than would be
required by a conventional air conditioning system. The process air is then
delivered to the building by the normal system of fans and ducts.

The Company believes that the Partnership's systems provide the following
features and benefits:

        -   More Effective Control of Humidity -- The Partnership's systems are
            more effective at controlling humidity than conventional,
            refrigerant-based air conditioning systems which control humidity
            primarily as a by-product of the cooling process when moisture
            condenses on the cooling coil. As a result, in conditions where
            significant humidity reduction is desired, conventional air
            conditioning systems must often cool air below desired temperature
            levels. Drier air is generally more comfortable for a building's
            occupants and is more efficient to cool. Humidity control is also
            important in a variety of commercial applications, such as
            supermarkets, and in certain manufacturing processes.

        -   Improved Indoor Air Quality -- Ventilation standards recommended by
            ASHRAE and incorporated into many state and local building codes
            throughout the country for new building construction now require
            that as much as 200 - 300% more fresh air be circulated into
            buildings compared to prior ventilation standards to reduce indoor
            air pollutants associated with "Sick Building Syndrome." The
            Partnership's climate control systems are designed to process the
            humidity introduced by increased ventilation and, accordingly,
            enable a building to meet or exceed these standards. In addition,
            lower humidity levels reduce airborne bacteria, mold, mildew and
            fungi, another major source of indoor air quality problems.

        -   Energy Efficient and Cost Effective -- Less humid air requires less
            energy to cool than more humid air. By dehumidifying air before
            cooling, the Partnership's systems, even with a post-cooling option,
            consume less energy and are more cost effective to operate than
            conventional air conditioning systems alone. As a supplement to
            conventional air conditioning, by first dehumidifying the air, the
            Partnership's systems are designed to improve the efficiency of
            existing conventional air conditioning and thereby result in
            downsizing of total air conditioning requirements.

        -   Versatile and Reliable -- The Partnership's systems are available in
            natural gas, electric, steam or waste heat models and in several
            sizes which process from 2,000 to 13,000 cubic feet of air per
            minute. The ability to choose from a variety of energy sources
            allows customers to select the most cost-effective energy source in
            their area at the time of purchase. The systems are also expected to
            require less maintenance than conventional equipment because of
            simplicity of design and fewer moving parts.

        -   Environmentally Safer -- Conventional air conditioning systems
            utilize refrigerants, such as CFCs, HCFCs and HFCs, which damage
            stratospheric ozone or contribute to global warming. Because the
            Partnership's systems dehumidify the air before it is cooled by a
            post-cooling option in the system or in conjunction with a
            conventional air conditioning system, the cooling coil and
            compressor included generally are smaller, than would otherwise be
            required in a conventional air conditioning system, thereby
            utilizing less refrigerant.

        -   Year-round Performance -- The Partnership's systems provide
            year-round indoor climate control. In hot, humid weather they supply
            cool, dry air. In cool, "clammy" weather they supply warm, dry
            air. In cold weather the systems can supply heat.

BUSINESS STRATEGY

     The Partnership's strategy is to target specific applications within the
commercial air conditioning market in which humidity control, indoor air quality
and energy consumption are important health issues or a significant cost of
business. Although the Partnership markets its systems primarily as a supplement
to conventional air conditioning systems, the Company believes that as market
awareness and acceptance grows and the initial price of its systems declines,
the Partnership will market its climate control systems as a replacement for
conventional air conditioning systems in a broader segment of commercial
applications. The Partnership is also attempting to develop a residential unit
with one of its international joint venture partners but currently does not have
a residential unit to offer for sale. The Partnership is pursuing the following
strategies:


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      -     Establish Strategic Relationships with Domestic and International
            Manufacturers and Distributors of Air Conditioning Equipment -- The
            Partnership has developed strategic relationships with various major
            corporations in Asia-Pacific and is in discussions with a number of
            domestic and international manufacturers and distributors of air
            conditioning equipment. During 1996 the Partnership signed a joint
            market development agreement with Carrier's Asia-Pacific Operations
            (APO). The agreement, which covers most of the Asia-Pacific market,
            extends through March 1998 and is intended to allow Carrier APO to
            make a comprehensive assessment of the marketability of the
            Partnership's desiccant-based air conditioning and climate control
            systems. The Partnership has a licensing agreement with Chung-Hsin,
            Taiwan's largest air conditioning manufacturer The Partnership plans
            to enter into additional licenses or joint venture arrangements. The
            Partnership has marketing relationships with Samsung in South Korea
            and Nichimen in Japan. Japan and South Korea are the first and sixth
            largest air conditioning markets, respectively. The Partnership is
            also working with AB Air Technologies Ltd. ("AB Air") in Israel to
            develop the market in Israel. AB Air is building systems in Israel
            using the Partnership's proprietary rotors. The Partnership believes
            that the reputation and resources of its licensees and joint venture
            partners will accelerate market acceptance and awareness for its
            products.

      -     Reduction of Manufacturing Costs -- The Partnership reduced the cost
            of its systems in the latter half 1996 and expects to further reduce
            manufacturing and material costs through production innovations,
            efficiencies and materials improvement and substitutes.

      -     Acquisition of an Air Conditioning Manufacturer -- The Company
            believes that the acquisition of an air conditioning manufacturer is
            important to the Partnership's overall strategy of developing market
            awareness of its products, increasing production and distribution
            capabilities and offering its customers a more complete solution to
            their climate control needs. Currently, there are no firm
            commitments or agreements to acquire an air conditioning
            manufacturer and there can be no assurance that any agreements will
            be executed or any acquisition will be consummated.

      -     Target Specific Commercial Applications -- The Partnership's
            strategy is to continue to market its climate control systems to
            users in which humidity control, indoor air quality and energy
            consumption are important health issues or a significant cost of
            business. The primary applications targeted by the Partnership and
            the benefits that its systems can provide include:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
      Segment                                  Benefits
--------------------------------------------------------------------------------

<S>                          <C>
Supermarkets                 Reduces frost and condensation on refrigerated
                             goods, which improves appearance and extends shelf
                             life as a result of fewer defrost cycles. Also,
                             improves comfort in refrigerated aisles and
                             increases efficiency of refrigerated cases.

--------------------------------------------------------------------------------
Schools                      Reduces bacteria and fungus in the building and its
                             heating, ventilation and air conditioning ("HVAC")
                             system.

--------------------------------------------------------------------------------
Theaters                     Improves comfort and indoor air quality.

--------------------------------------------------------------------------------
Restaurants                  Provides building pressurization to compensate for
                             concentration of kitchen exhaust and reduces
                             cooking odors and improves comfort.

--------------------------------------------------------------------------------
Health                       Care Reduces bacteria and fungus in the building
                             and its HVAC system. Allows for warmer temperatures
                             at lower humidity for greater comfort of patients,
                             doctors and other health care workers.

--------------------------------------------------------------------------------
Hotels                       Reduces mold and mildew and improves comfort.

--------------------------------------------------------------------------------
Manufacturing                Reduces concentration of volatile organic compounds
                             generated in the manufacturing process and improves
                             comfort for workers. May be particularly important
                             to humidity-sensitive manufacturing processes.

--------------------------------------------------------------------------------
</TABLE>


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PRODUCTS

      The Partnership currently manufactures and sells two types of
desiccant-based climate control systems, the "Desert Cool(TM)" and "Desert
Breeze(TM)," which differ based upon function and energy source. All of the
systems now incorporate the Partnership's proprietary honeycomb rotors and
Engelhard's ETS(TM). The Partnership's systems are currently being marketed as
energy efficient supplements to enhance the performance of, or partially
replace, existing conventional air conditioning systems. The Desert Cool(TM)
systems typically operate on natural gas, but are also available in steam or
waste heat operated models, and also have gas heating capabilities. Consistent
with general industry practices, the Partnership warrants its systems for one
year from the date of installation and warrants its desiccant and heat exchange
rotors for an additional four years. No significant warranty claims have been
experienced by the Partnership or the Company to date.

      The Desert Cool(TM) system is designed to cool commercial applications
with the flexibility of utilizing any combination of circulated or fresh air.
The Desert Cool(TM) can displace up to 250 tons of conventional cooling with the
number of units required for each application depending on the size and
configuration of the building. The Desert Cool(TM) systems also includes the
larger systems which were formerly offered as DESI/AIR(R) systems.

      The Desert Breeze(TM) system, the first all-electric desiccant-based
climate control system prototype was introduced in 1995. An all-electric model
is important to compete in those markets where electricity is the only or most
practical source of energy. Currently, the majority of air conditioning systems
worldwide are electric powered. The Desert Breeze(TM) product line is being
further expanded and will now be actively marketed in 1997 whereby it is
anticipated it will be able to displace up to 70 tons of conventional cooling.
Desert Breeze(TM) is designed to cool commercial applications with the
flexibility of utilizing either circulated or fresh air. Unlike the
Partnership's natural gas systems, the electric units combine desiccant
technology with conventional coils and compressors which provide heat to
regenerate the desiccant rotors and partially cool the process air. An
additional conventional coil may be added to provide further post-cooling as in
the natural gas units. The system can use smaller compressors with HCFC
refrigerant than conventional air conditioning equipment, reducing the amount of
refrigerant required and power usage and peak kilowatt demand. The system is
also currently designed to allow for use of HFC refrigerant.

SALES AND MARKETING

      Currently, the Partnership markets its systems to specific applications in
the commercial air conditioning market in which its systems offer the greatest
advantages compared to conventional air conditioning systems. To date, the
Partnership has marketed its systems primarily as a supplement to, or partial
replacement of, conventional air conditioning systems. Since the Partnership's
products utilize an emerging technology, potential customers carefully evaluate
and, in most cases, purchase the Partnership's systems for testing before
committing to further purchases. The Partnership sells its systems principally
to end users either directly or through independent manufacturers
representatives who purchase units at a discount or receive a commission. The
Partnership has developed separate plans and departments for domestic and
international sales and marketing.

      United States. The Partnership employs a direct sales staff of six sales
people and approximately 50 independent manufacturers' representatives to market
its systems in the United States. The direct sales staff markets the systems to
supermarket chains and national retailers, and oversees the manufacturers
representatives. The Partnership's manufacturers' representatives market to
regional customers and to national accounts which are not assigned to the direct
sales staff. At present, a majority of the manufacturers' representatives are
located in the southern and eastern regions of the country. The Partnership
plans to increase its sales staff and upgrade its manufacturers' representative
network.

      Gas and electric utilities have supported the Partnership's efforts to
create market awareness and acceptance for the Partnership's systems. The Gas
Research Institute has funded the independent testing results have validated the
performance of ETS(TM) in the Partnership's natural gas systems. The Department
of Energy is currently funding the testing of the Partnership's rotors for
validation of performance. In addition, gas utilities sponsored the initial test
sites for the Desert Cool(TM) system, and have formed a consortium, under the
auspices of the American Gas Cooling Center to promote the Partnership's natural
gas systems. The consortium, with various utilities currently participating,
provides financial incentives and sponsors training programs for engineers and


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building owners. The Desert Cool(TM) system became the first desiccant-based
unit ever to receive the 'Blue Star' certification for safety and quality from
the American Gas Association.

      Similarly, several electric companies and research organizations are
promoting the Desert Breeze(TM) system. Southern Company, a major electric
company in the southeastern United States, assisted in the development of the
Desert Breeze(TM) system, and various electric utilities are participating in
various projects that promote the Desert Breeze(TM) system. The Company has also
received financial support from the Electric Power Research Institute for field
trial demonstration the results of which have validated the performance of the
Partnership's electric systems.

International. International sales and marketing efforts have focused on the
high humidity, rapidly developing regions of the Asian-Pacific market. In this
region, manufacturing and industrial companies are generally interested in the
Partnership's systems to improve workers' comfort by lowering humidity. The
Partnership has manufactured and sold units assembled in the Partnership's
Philadelphia manufacturing facility to customers in Japan, South Korea, Taiwan
and Thailand through its licensing and distribution agreements or relationships
described below. The Partnership plans to continue to market, sell and, in
certain situations, assemble its climate control systems through licensing
arrangements or joint ventures with other major companies in Asia-Pacific.

      During 1996 the Partnership signed a joint market development agreement
with Carrier's Asia-Pacific Operations (" Carrier APO"). The agreement, which
covers a significant portion of the Asia-Pacific air conditioning market,
extends through March 1998 and is intended to allow Carrier APO to make a
comprehensive assessment of the marketability of the Partnership's
desiccant-based air conditioning and climate control systems. The license
portion of the agreement grants Carrier APO exclusive rights to sell the
Partnership's proprietary desiccant systems and equipment intially in 21 Asian
markets, under the Carrier brand name. The agreement also grants Carrier APO
exclusive assembly rights in South Korea, Australia and Malaysia. The Carrier
plants will assemble the Partnership's proprietary kits, which includes rotor
and cassette components, supplied from the Partnership's facilities. The Company
believes that the successful field testing demonstration evaluated by Carrier in
1996 helped lead to the joint market development agreement with APO. Initially,
sales and marketing efforts will target five countries: China, South Korea,
Thailand, Australia and Malaysia. Carrier APO has assigned a dedicated team to
direct the sales and management aspects of this program. Although it is
anticipated that this agreement will develop into long-term orders for the
Partnership, there can be no assurances that this will result in future orders.
The Partnership did not sell any units in 1996 to Carrier APO under the joint
market development agreement.

      Carrier APO will have non-exclusive right to assemble the Partnership's
systems in Japan. Engelhard/ICC will continue to distribute units in Japan
through its marketing partner Nichimen Engine Sales Co., a division of the
approximately $60 billion Nichimen Corporation.

      In 1995, the Partnership entered into a license agreement with Chung-Hsin,
Taiwan's largest air conditioning manufacturer, pursuant to which Chung-Hsin has
been granted an exclusive license to manufacture and sell the Partnership's gas
and electric systems in Taiwan for a period of up to five years based on
achieving certain sales targets, and a non-exclusive license to manufacture and
sell such systems in mainland China. In consideration for such license,
Chung-Hsin paid the Partnership an initial fee of $500,000 and is required to
pay a royalty of 2.5% of Chung-Hsin's sales of all desiccant-based climate
control systems utilizing the Partnership's technology which are manufactured
and sold by Chung-Hsin. Pursuant to a supply agreement, Chung-Hsin is required
to purchase its desiccant and heat-exchange rotors from the Partnership. The
Partnership also has the option to purchase systems manufactured by Chung-Hsin
for resale in other Asian-Pacific countries. No units were sold to Chung-Hsin in
1996.

      Nichimen, a Japanese trading company with approximately $60 billion in
annual sales, has been appointed a non-exclusive distributor of the
Partnership's systems in Japan. Nichimen has established relationships with
Osaka Gas, Tokyo Gas, Toho Gas, Yamaha Engine (heat pump manufacturer) and has
established a national distribution network for the Partnership's systems. No
assurance can be given as to whether any significant number of natural gas
systems will be sold through Osaka Gas. Tokyo Gas is the largest and Osaka Gas
is the second largest seller of natural gas in Japan and as part of their
marketing programs promote and sell natural gas operated equipment to promote
the use of natural gas.


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      The Partnership has a marketing relationship with Samsung to sell its
systems for its locations primarily in South Korea and other international
locations. There are no assurances that Samsung will continue to purchase
systems from the Partnership.

The Partnership's joint development program with AB Air in Israel for the
development of a residential desiccant-based, all electric unit has not resulted
in the development of such unit. Joint development activities on the residential
unit with AB Air are currently not active. The Company had funded $89,000 in
1996 to AB Air in connection with the joint development program. Additional
funding by the Company to AB Air is not anticipated.

      Backlog. As of March 21, 1997, the Partnership's backlog of purchase
orders for climate control equipment was approximately $3,000,000.

MANUFACTURING

      At its Miami facility, the Partnership manufactures all of its proprietary
honeycomb desiccant and heat-exchange rotors and coats the desiccant rotors with
ETS(TM). The Partnership also manufactures certain other parts and assembles,
tests and ships completed systems from its leased manufacturing facility in
Philadelphia, Pennsylvania. The Partnership plans to expand its Philadelphia
area assembly manufacturing capacity and through a consolidation of its current
operations at a larger facility in the suburbs of Philadelphia to support
anticipated growth. See "Business -- Properties."

      In December 1994, the Partnership acquired for $8 million in cash, the
real property and substantially all of the assets of Ciba-Geigy's manufacturing
facility in Miami, from which the Partnership had been purchasing the honeycomb
substrate currently used in producing the Partnership's desiccant and
heat-exchange rotors. The Partnership sought to manufacture its own substrate
and rotors to lower production costs, further improve the rotors and expand
production capacity to meet potential market demand. In addition, the
acquisition gave the Partnership more control of a critical technology and
manufacturing process for its current products. The Partnership acquired a
perpetual, exclusive technology license for the proprietary process to
manufacture such small cell, honeycomb substrate for use in air cooling,
conditioning and dehumidification applications, and certain other fluid
applications. In connection with the acquisition of the Miami facility, the
Partnership entered into a five-year requirements contract to continue to supply
Ciba-Geigy with the honeycomb substrate material for the aerospace industry. As
a result of the combination of the composite businesses of Ciba-Geigy and Hexcel
Corporation the combined businesses operate now under the name Hexcel. All
rights and obligations under the requirements contract were assigned to Hexcel.
The Partnership is required to make available to Hexcel in each year of the
contract certain percentages of the Miami facility's production capacity,
ranging from 75% in 1996 to 30% in 2000. The contract is subject to early
termination by Hexcel at any time after 18 months, upon six months' notice.

      As described above, the Partnership has entered into several licensing
arrangements with respect to manufacturing or marketing its products. The
Partnership may also license, or otherwise permit, other companies in the United
States or internationally to manufacture its systems but the Partnership expects
to continue to remain the exclusive manufacturer of the desiccant and heat
exchange rotors for such licensees.

SUPPLIES AND MATERIALS

      Except as described below, the Partnership generally uses standard parts
and components in the manufacture of its systems and obtains such parts and
components from various independent suppliers. The Company believes the
Partnership is not highly dependent on any specific supplier and could obtain
similar components from other suppliers, except for the substrate material used
in its rotors and ETS(TM).

      The Partnership purchases a proprietary strong, lightweight material from
a single supplier which is used as the base material in manufacturing the
honeycomb substrate for the Partnership's desiccant and heat-exchange rotors.
While this material is critical in the manufacture of the rotors and the
Partnership does not have a contractual agreement with such supplier, the
Company believes that the Partnership can obtain all of its requirements for
such material from such supplier for the foreseeable future.


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      ETS(TM) is a patented desiccant material manufactured exclusively by
Engelhard. Pursuant to the Engelhard Supply Agreement, the Partnership has
agreed to purchase exclusively from Engelhard all of the ETS(TM) or any improved
desiccant material developed by Engelhard that the Partnership may require in
connection with the conduct of the Partnership's business. In turn, Engelhard
has agreed to sell to the Partnership its total requirements for ETS(TM) or any
improved desiccant material developed by Engelhard. The price for ETS(TM) is
adjusted as of January 1 of each year during the term of the Engelhard Supply
Agreement, which initially expires December 31, 1997, but may be extended by
either party for additional two-year periods up to December 31, 2003. The
Engelhard Supply Agreement does not include specific purchase prices but does
contain a 'competitive offer' provision, whereby the Partnership is able to
purchase from third parties similar desiccant products that are equal to or
better than the products sold by Engelhard should they become available, at a
price that is lower than the price established for ETS(TM) or any improved
desiccant material sold by Engelhard under the Engelhard Supply Agreement,
provided, however, that (i) Engelhard has the right to meet such 'competitive
offer' in all material respects and (ii) any such third party offer must be able
to meet the Partnership's requirements for such desiccants in all material
respects in order to be considered a 'competitive offer.'

THE PARTNERSHIP

      The Company and Engelhard formed the Partnership in February 1994 to
pursue the desiccant air conditioning business which previously had been
conducted by the Company. In exchange for a 50% interest in the Partnership, the
Company transferred to the Partnership substantially all of its assets relating
to its desiccant-based air conditioning business, subject to certain
liabilities. Engelhard, in exchange for a 50% interest in the Partnership, (i)
contributed $8,600,000 in capital to the Partnership, (ii) entered into the
Engelhard Supply Agreement and the Engelhard License Agreement for ETS(TM) and
(iii) agreed to provide credit support to the Partnership in the amount of
$3,000,000. In addition, Engelhard extinguished a $900,000 obligation due to it
by the Company.

      Pursuant to the Partnership Agreement, the Partnership is managed by a
Management Committee comprised of two members, one selected by each of the
Company and Engelhard. Irwin L. Gross, Chairman and President is the Company's
representative. Mr. Gross is also the Chief Executive Officer of the Partnership
and has an employment agreement with the Partnership that expires in 1999.

      In accordance with the Partnership Agreement, the Company has granted
Engelhard options to acquire up to all of the Company's interest in the
Partnership at the rate of 25% of such interest per year, with each such 25%
option exercisable commencing in 1998 and extending through and including 2001,
based on a price equal to 95% of the fair market value of the Partnership as of
the preceding December 31, determined by an investment banking firm selected by
the Company and Engelhard. Upon the occurrence of an event of default by the
Company under the Partnership Agreement (including bankruptcy of the Company or
failure by the Company to comply with, or a violation of, any material term or
condition of the Partnership Agreement which is not cured within a 45-day
period), Engelhard may accelerate the option. In addition, Engelhard's purchase
options are cumulative and any option unexercised as of the end of the exercise
period may be exercised as of any future exercise period, provided that all
previously unexercised options must be exercised and all options automatically
expire if Engelhard does not elect to exercise both of its first two options.
There can be no assurances as to whether Engelhard will or will not exercise any
or all of its options to purchase the Company's interest in the Partnership. In
the event that Engelhard's interest in the Partnership increases to more than
70%, Engelhard will be entitled to designate an additional member to the
Management Committee and thereby will control the management of the Partnership.

      The Partnership entered into a Royalty Agreement as of February 7, 1994
with James Coellner and Dean Calton, engineers and employees of the Partnership
and former employees of the Company. Pursuant to the Royalty Agreement, in
exchange for their patents and trade secrets, Messrs. Coellner and Calton are
each entitled to receive royalty payments from the Partnership equal to 0.5% of
the Partnership's net revenues received from sales of separate components,
royalties and one-time payments for licensed technology and sales of desiccant
cooling and air treatment systems to the extent such revenues result from the
utilization of technology developed by such individual. The royalty payments do
not commence until the first year in which the net revenues of the Partnership
exceed $15 million. The maximum amount of combined royalty payments to be made
under the Royalty Agreement shall not exceed $5 million in the aggregate and
$300,000 for any one year. No royalty is payable for any year in which the
Partnership had no net income (or would have had no net income after giving
effect to such payments) or if, after giving effect to such royalty payments,
the Partnership had no net income on


                                       9
<PAGE>   10

a cumulative basis since its inception; provided that to the extent any royalty
payments otherwise payable are not required to be made due to such restrictions,
such payments shall be carried forward and made with respect to the next
subsequent year or years in which the aforementioned restrictions are satisfied.
The Royalty Agreement terminates on December 31, 2010 or, with respect to either
employee, the termination of employment of such individual, voluntarily or for
cause, prior to February 7, 1999.

PATENTS AND PROPRIETARY INFORMATION

      The Partnership's ability to compete effectively with other manufacturers
of climate control equipment is dependent upon, among other things, a
combination of (i) the Partnership's proprietary desiccant system design, (ii)
Engelhard's patented ETS(TM) and (iii) Hexcel's proprietary process licensed to
the Partnership and utilized in manufacturing the small cell, honeycomb
substrate material used to make the Partnership's rotors. The Partnership has
been issued eight United States patents covering certain of its desiccant
technology. Several U.S. and foreign patent applications are pending which are
directed to the products manufactured and sold by the Partnership and additional
patent filings are expected to be made in the future.

      The Company was granted one U.S. patent expiring in 2010, which it
assigned to the Partnership, related to using a microprocessor to control the
desiccant cooling systems in order to increase the energy efficiency or
effectiveness of the desiccant cooling process. The Partnership was granted
seven U.S. patents expiring between 2013 and 2015, protecting the Partnership's
intellectual property. The patents granted relate to the Partnership's desiccant
climate control systems which the Partnership believes provides it with
meaningful exclusivity rights. Similar patents have also been applied for by the
Partnership in selected Asia-Pacific rim countries.

      Under the Engelhard License Agreement, Engelhard granted the Partnership
an exclusive, royalty-free license during the existence of the Partnership to
use Engelhard's proprietary technology relating to ETS(TM) for use in the
Partnership's business, including heating, ventilation and air conditioning
applications. The license also includes any new technology conceived by
Engelhard's employees or representatives after execution of the Engelhard
License Agreement, which is developed for use by the Partnership in connection
with the Partnership's business. In turn, the Partnership has agreed not to
license or grant any rights in technology owned by the Partnership to any person
or entity, except that the Partnership will grant Engelhard or the Company, upon
request, a non-exclusive license to make, utilize and sell Partnership
technology in any business other than the Partnership's business at a reasonable
royalty rate to be negotiated at the time of the grant of such license. See
'Business --Supplies and Materials.'

      In connection with the acquisition of Ciba-Geigy's manufacturing facility
in Miami, the Partnership acquired an exclusive, perpetual technology license to
use Hexcel's (successor to Ciba-Geigy) proprietary process in air cooling,
conditioning and dehumidifying applications, which is currently necessary to
manufacture the small cell, honeycomb substrate material used in manufacturing
the Partnership's proprietary desiccant and heat exchange rotors. See "Business
-- Manufacturing."

      The Partnership has filed trademark applications for "Desert Cool(TM)" and
"Desert Breeze(TM)" in the United States and overseas for heating, ventilation
and air conditioning systems.

ENGINEERING, RESEARCH AND DEVELOPMENT

      The Partnership's engineering, research and development activities focus
on designing systems for specific applications as well as improving the
performance and efficiency and lowering the costs of its climate control
systems.

COMPETITION

      The Partnership competes against other manufacturers of conventional and
desiccant-based air conditioning systems primarily on the basis of capabilities,
performance, reliability, price and operating efficiencies. The Partnership
competes with numerous other manufacturers in the conventional heating,
ventilation and air conditioning equipment industry, including Trane Company,
York International Corporation, Carrier and others that have significantly more
resources and experience in designing, manufacturing and marketing of air
conditioning systems than does the Partnership. The Company believes the
Partnership's systems provide the following advantages over conventional air
conditioning systems: more effectively control humidity; improve


                                       10
<PAGE>   11

indoor air quality; reduce energy consumption; offer energy versatility; and
reduce the amount of refrigerants required. The Partnership also competes with
several companies selling desiccant-based climate control systems, including
Munters Corporation and Semco Incorporated. However, the Company believes its
systems perform better and are more economical to operate than competing
desiccant-based systems due to its honeycomb rotors and Engelhard's ETS(TM).

EMPLOYEES

      Effective February 7, 1994, substantially all of the employees of the
Company became employees of the Partnership. The Company employed five full-time
persons and the Partnership employed 138 full-time persons as of December 31,
1996, none of whom are represented by unions. The Partnership furloughed
approximately 40 manufactacturing employees at the end of December 1996;
however, approximately half of the manufacturing employees furloughed have been
recalled to date.

GOVERNMENT REGULATION

      In recent years, increasing concern about damage to the earth's ozone
layer caused by ozone depleting substances has resulted in significant
legislation governing the production of products containing CFCs. Under the
Montreal Protocol on Substances that Deplete the Ozone Layer, as amended in 1992
(the 'Montreal Protocol'), the approximately 130 signatory countries have agreed
to cease all production and consumption of CFCs, some of which are utilized in
air conditioning and refrigeration equipment. The Montreal Protocol has been
implemented in the United States through the Clean Air Act and the regulations
promulgated thereunder by the Environmental Protection Agency (the 'EPA'). The
production and use of refrigerants containing CFCs are subject to extensive and
changing federal and state laws and substantial regulation under these laws by
federal, state and local government agencies. In addition to the United States,
Japan, mainland China, Israel and Thailand are among the signatories to the
Montreal Protocol. The manner in which other countries implement the Montreal
Protocol could differ from the approach taken in the United States.

      As a result of the regulation of CFCs, the air conditioning and
refrigeration industries are turning to substitute substances such as HCFCs,
HFCs and light hydrocarbons. HCFCs have 1 to 10% of the ozone-depleting
potential of CFCs. However, the production of HCFCs for use in new equipment is
currently scheduled to be phased out as of the year 2020 and the production of
HCFCs for the servicing of existing equipment is currently scheduled to be
phased out as of the year 2030 in the United States and other signatory
countries pursuant to the Montreal Protocol. As discussed below, pursuant to the
1992 Rio Accord, reduction of the use of HFCs is also being considered because
of their substantial global warming potential.

      The Framework Convention on Climate Change (the '1992 Rio Accord') and
related conferences and agreements focused on the link between economic
development and environmental protection. Under the Rio Accord, approximately
180 signatory countries have agreed to establish a process by which they can
monitor and control the emission of 'greenhouse gases,' defined as gaseous
constituents of the atmosphere that absorb and re-emit infrared radiation, which
include HFCs. Parties to the 1992 Rio Accord must provide national inventories
of 'sources' (which release greenhouse gases, aerosols or precursors thereof
into the atmosphere) and 'sinks' (which remove greenhouse gases, aerosols or
precursors thereof from the atmosphere), and regular reports on policies and
measures which limit the emissions by sources and enhance the removal by sinks
of gases not controlled by the Montreal Protocol. No given level or specific
date for the control of greenhouse gas emissions have been explicitly provided,
although the United States government submitted a plan to the Rio Standing
Committee on its proposal for achieving this goal by the year 2000 and Articles
2(a) and (b) of the 1992 Rio Accord indicated there was an initial goal of
returning to 1990 levels of greenhouse gas emissions by the year 2000.

      The Clean Air Act now requires the recycling and recovery of all
refrigerants used in residential and commercial air conditioning and
refrigeration systems. As a result, there are increasing costs involved in the
manufacturing, handling and servicing of refrigerant-based equipment. In the
Partnership's systems, the cooling coils and compressors included as a
post-cooling option in non-electric models are smaller, and in electric models
generally are smaller, than would otherwise be required in a conventional air
conditioning system, and therefore require less refrigerants.

      The indoor air quality standards in the United States, as set forth by
ASHRAE Standard 62-1989 Ventilation for Acceptable Indoor Air Quality, now
require that up to 200-300% more fresh air be introduced into buildings


                                       12
<PAGE>   12

as compared to prior regulations. The purpose of such standards is to specify
minimum ventilation levels and indoor air quality levels in order to minimize
the potential for adverse health effects typically associated with 'Sick
Building Syndrome.' According to a recent study by the National Conference of
States on Building Codes and Standards, Inc. (the 'NCSBCS Study'), there are 30
states which have incorporated the ASHRAE 62-1989 ventilation standards in one
form or another as mandatory building code requirements into their respective
building codes (including energy and mechanical codes) for new construction of
certain and, in some cases, all types of buildings. Of such states, 18 states
require mandatory compliance with ASHRAE 62-1989 by all local jurisdictions and
an additional seven states require all local jurisdictions which elect to adopt
a building code to comply, at a minimum, with ASHRAE 62-1989. According to the
NCSBCS Study, there are ten other states which, while not adopting ASHRAE
62-1989 into their building codes, have referenced ASHRAE 62-1989 as a
recognized industry standard. Of the remaining 10 states, five states have
adopted building codes with ventilation requirements similar to those of ASHRAE
62-1989 and several major cities in the remaining five states either reference
ASHRAE 62-1989 as an industry standard or set similar ventilation requirements
according to the NCSBCS Study. In addition, the Company believes that due to
liability concerns and customer demands, it is an increasingly standard
engineering practice throughout the country to incorporate the ASHRAE
ventilation standards in new commercial building construction even when not
required by applicable building codes, and the Company believes that the
Partnership's business prospects are enhanced because the Partnership's climate
control systems currently enable buildings to meet or exceed such standards.

      A new revised standard under consideration, ASHRAE 62-1989R, would limit
space relative humidity to 60% or less, the Company believes that the
Partnership's climate control systems currently enable buildings to meet or
exceed such standards.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

      Except for historical matters contained herein, the matters discussed in
this Form 10-K are forward-looking and are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Readers are
cautioned that these forward-looking statements reflect numerous assumptions and
involve risks and uncertainties which may affect the Company's or the
Partnership's business, financial position and prospects and cause actual
results to differ materially from these forward-looking statements. The
assumptions and risks include sufficient funds to finance working capital and
other financing requirements of the Company and the Partnership, market
acceptance of the Partnership's products, dependence on proprietary technology,
competition in the air conditioning industry and others set forth in the
Company's filings with the Securities and Exchange Commission.

ITEM 2. PROPERTIES

      The principal executive offices of both the Company and the Partnership
are currently located at 441 North 5th Street, Suite 102, Philadelphia,
Pennsylvania 19123. The Partnership currently has approximately 15,000 square
feet of office space under a month-to-month lease at this location. The Company
occupies office space within the Partnership's offices and is charged for such
space proportionately. The Partnership's lease requires a monthly rental payment
of approximately $10,000 plus utility and tax costs, of which the Company's
share is approximately $1,000 per month, plus its proportionate share of utility
and tax costs.

      The Partnership currently assembles its systems at a 55,000 square foot
manufacturing facility located in Philadelphia, Pennsylvania leased by the
Partnership through March 31, 1998. Additionally, the Partnership rents various
storage facilities under short-term leases to serve as depots for parts and
supplies. In April 1997, the Company and Partnership will relocate its principal
executive offices and related manufacturing facility in Philadelphia to a
138,000 square foot facility located in Hatboro, Pennsylvania. The Hatboro
facility will enable the Partnership to consolidate all Philadelphia operations
in one building versus four separate buildings in various locations.

      The Partnership currently produces the small cell, honeycomb substrate
material and the desiccant and heat-exchange rotors in its 75,000 square feet
manufacturing facility in Miami, Florida and had leased a 24,000 square foot
storage facility and parking lot adjacent to the manufacturing facility.


                                       12
<PAGE>   13


ITEM 3. LEGAL PROCEEDINGS

     In February 1997, the Company filed a Complaint in the Court of Common
Pleas, Philadelphia County (February Term, 1997, No. 496), asserting a claim
against Engelhard's acquisition of Telaire Systems, Inc. Aside from the
preceding claim, the Company is not engaged in any material lawsuits.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

            No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year ended December 31, 1996.

                                     PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

     ICC's Common Stock trades on the Nasdaq National Market under the symbol
ICGN. Prior to Feruary 15, 1996 the Company's Stock was listed on the Nasdaq
Small Cap Market. Based on reports provided by Nasdaq, the range of high and low
bids for ICC's Common Stock for the two most recent fiscal years are as follows:

<TABLE>
<CAPTION>
                                1996
                 4th Qtr            3rd Qtr         2nd Qtr         1st Qtr
                 -------            -------         -------         -------
<S>              <C>                <C>             <C>             <C>
High Bid:        $7.75              $9.25           $10.00          $12.38
Low Bid:         $4.88              $5.25           $ 5.38          $ 6.38


                                1995
                 4th Qtr            3rd Qtr         2nd Qtr         1st Qtr
                 -------            -------         -------         -------
High Bid:        $15.38             $18.38          $15.50          $13.63
Low Bid:         $10.25             $13.88          $11.50          $ 7.81
</TABLE>

     The above quotations reported by Nasdaq represent prices between dealers
and do not include retail mark-ups, mark-downs or commissions. Such quotations
may not represent actual transactions. On March 21, 1997, the last reported sale
price for the Common Stock was $5.38 per share.


     As of March 21,1997, ICC had approximately 1,300 recordholders of Common
Stock. This number was derived from the Company's stockholder records, and does
not include beneficial owners of the Common Stock whose shares are held in the
names of various dealers, clearing agencies, banks, brokers, and other
fiduciaries. The Company believes that the number of beneficial owners of its
Common Stock exceeds 12,000. Holders of Common Stock are entitled to share
ratably in dividends, if and when declared by the Board of Directors. Other than
an in-kind warrant dividend declared by the Board of Directors in June 1990, the
Company has never paid a dividend on its Common Stock and it is unlikely that
any dividends will be paid in the foreseeable future. The payment of cash
dividends on the Common Stock will depend on, among other things, the earnings,
capital requirements and financial condition of the Company and the Partnership,
and general business conditions. In addition, future borrowings or issuances of
Preferred Stock may prohibit or restrict the Company's ability to pay or declare
dividends.

     In connection with the completion of the Company's 2,500,000 share
secondary offering in February 1996, the Company declared and paid the accrued
dividends on the Preferred Stock which amounted to approximately $1,044,000.
Subsequent to the completion of the secondary offering, all outstanding shares
of Preferred Stock were either redeemed in cash or converted into Common Stock.


                                       13
<PAGE>   14
ITEM 6.   SELECTED FINANCIAL DATA

The following selected financial data of the Company for the years ended
December 31, 1996, 1995, 1994, 1993 and 1992 have been derived from financial
statements that have been audited by the Company's Independent Accountants,
whose reports thereon include an explanatory paragraph regarding substantial
doubt about the Company's ability to continue as a going concern. There were no
cash dividends paid to holders of Common Stock in any of these years. The data
should be read in conjunction with the Company's financial statements and the
notes thereto included elsewhere in this Form 10-K.


(ALL AMOUNTS EXPRESSED IN DOLLARS EXCEPT WEIGHTED AVERAGE SHARES OUTSTANDING)

<TABLE>
<CAPTION>
                                                                 Year Ended December 31:
                                     ----------------------------------------------------------------------------
INCOME STATEMENT DATA:                 1996(1)          1995(1)         1994(1)            1993            1992
                                       -------          -------         -------            ----            ----
<S>                                  <C>              <C>             <C>             <C>             <C>
Revenues(2)                          $   688,411      $   362,153     $   162,285     $ 1,216,032     $   962,185

Expenses(3)                            7,843,020        6,685,526       4,553,367       5,273,884       3,529,058
                                     -----------      -----------     -----------     -----------     -----------
Net Loss                              (7,154,609)      (6,323,373)     (4,391,082)     (4,057,852)     (2,566,873)

Cumulative Preferred Stock
  Dividend Requirement                   (49,655)        (301,413)       (227,750)       (261,500)       (241,938)
                                     -----------      -----------     -----------     -----------     -----------
Net Loss Applicable to
  Common Stockholders                $(7,204,264)     $(6,624,786)    $(4,618,832)    $(4,319,352)    $(2,808,811)
                                     ===========      ===========     ===========     ===========     ===========

Loss per Common Share                $      (.35)     $      (.47)    $      (.41)    $      (.51)    $      (.47)

Weighted Average
  Shares Outstanding                  20,322,952       14,072,867      11,390,981       8,550,852       5,978,505
</TABLE>


<TABLE>
<CAPTION>
                                                                     December 31:
                                     -----------------------------------------------------------------------------
BALANCE SHEET DATA:                    1996(1)         1995(1)          1994(1)          1993             1992
                                       -------         -------          -------          ----             ----
<S>                                  <C>              <C>             <C>             <C>             <C>
Total Assets                         $12,250,865      $4,796,426      $2,397,522      $2,564,302      $   997,632

Working Capital (Deficit)              9,661,805       1,827,797       1,072,485       1,206,700         (416,301)

Long-term Obligations                          0               0         150,000         650,000          300,000

Total Liabilities                      2,179,467       3,262,614         426,782       1,520,631        1,458,648

Stockholders'  Equity (Deficit)       10,071,398       1,533,812       1,970,740       1,043,671         (461,016)
</TABLE>

(1)   -On February 7, 1994, the Company transferred its desiccant climate
      control business in exchange for a 50% interest in the Partnership. The
      data should be read in conjunction with the Partnership's financial
      statements and the notes thereto included elsewhere in this Form 10-K.
(2)   -Revenues consist of interest income and other income. For periods prior
      to the formation of the Partnership on February 7, 1994 revenues include
      sale of equipment.
(3)   -Expenses consists of equity interest in net loss of Engelhard/ICC,
      general and administrative expense and interest expense. For periods prior
      to the formation of the Partnership on February 7, 1994 expenses includes
      cost of goods sold and other operating expenses.


                                       14
<PAGE>   15
ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

OVERVIEW

     The Company, through the Partnership, designs, manufactures and markets
innovative climate control systems to supplement or replace conventional air
conditioning systems. The Partnership's climate control systems are based on
proprietary desiccant technology initially developed by the Company, a licensed
honeycomb rotor technology and Engelhard's patented titanium silicate desiccant,
ETS(TM).

     Pursuant to the formation of the Partnership on February 7, 1994, the
Company transferred its assets related to its desiccant climate control
business, subject to certain liabilities, to the Partnership in exchange for a
50% interest in the Partnership through its wholly-owned subsidiary, ICC
Desiccant Technologies, Inc. Engelhard, in exchange for a 50% interest in the
Partnership, contributed capital to the Partnership, entered into the Engelhard
Supply Agreement to sell ETS(TM) to the Partnership and entered into the
Engelhard License Agreement granting the Partnership an exclusive royalty-free
license to use ETS(TM) in the Partnership's business, including heating,
ventilation and air conditioning. The desiccant climate control business
conducted by the Company prior to the formation of the Partnership is now being
conducted by the Partnership, and the Company has become principally a holding
company. Further, substantially all of the employees of the Company became
employees of the Partnership and the leases for the space occupied by, and
certain other obligations of, the Company were assumed by the Partnership.

     Since the formation of the Partnership, the Company's sole activities have
related to its participation in the management of the Partnership and the sale
of the Company's remaining cogeneration assets. The Company is not permitted to
engage directly or indirectly in any activities which would conflict with the
Partnership's business as long as the Partnership is in effect, but the Company
is not precluded from engaging in other activities. The Company currently does
not have any plans to engage in other activities and, therefore, is not expected
to generate any significant revenues, although it will continue to incur general
and administrative expenses.

     The Company accounts for its 50% interest in the Partnership under the
equity method of accounting for investments. At February 7, 1994, the date of
formation of the Partnership ('Formation'), the Company's investment in the
Partnership was approximately $0. The Company had no obligation or commitment to
provide additional financing to the Partnership and losses of the Partnership
were not recognized through the period ended September 30, 1994. During the
fourth quarter of 1994, the Company and Engelhard each loaned the Partnership
$4,000,000 to acquire a manufacturing facility in Miami, Florida. As a result,
and because the Company expects to continue to fund the Partnership's
activities, the Company has and will continue to recognize its share of the
losses of the Partnership.


RESULTS OF OPERATIONS

Years Ended December 31, 1996 and 1995


     The Partnership's revenue for the year ended December 31, 1996 increased
$1,560,330 to $10,504,609 from $8,944,279 for the year ended December 31, 1995.
This increase in revenues is due primarily to increased equipment sales, the
effects of which more than offset a decline in sale of substrate and the receipt
of a non-recurring licensing fee in 1995. Equipment sales increased 138% to
approximately $6.1 million in 1996 compared to approximately $2.6 million in
1995. The sale of substrate from the Miami plant to Hexcel pursuant to a supply
agreement decreased to approximately $4.3 million in 1996 from $5.8 million in
1995. In 1995 a non-recurring licensing fee of $500,000 from Chung-Hsin was
earned while no licensing fees were earned in 1996. The Partnership's gross loss
for the year ended December 31, 1996 increased $991,104 to $2,330,820 from
$1,339,716 for the year ended December 31,1995. The increase in gross loss is
due primarily to reduced margins on the sale of substrate of approximately
$400,000 attributable to the decline in substrate sales and receipt in 1995 of
the non-recurring licensing fee of $500,000.


                                       15
<PAGE>   16
     The Partnership's operating expenses increased $1,298,949 to $9,821,874 for
the year ended December 31, 1996 compared to $8,522,925 for the year ended
December 31, 1995, due to higher general and administrative, marketing and
engineering costs. General and administrative costs increased approximately
$1,108,000 the result of increased payroll and severance costs and increase in
provision to inventory allowance for obsolescence. Marketing expenses increased
approximately $152,000 as a result of increased marketing efforts and increased
sales and marketing personnel. Engineering costs increased approximately
$117,000. The loss from operations for the year ended December 31,1996 increased
$2,290,053 to $12,152,694 compared to $9,862,641 for the year ended December 31,
1995.

     The Partnership's net loss increased $2,017,441 to $12,589,664 for the year
ended December 31, 1996 from $10,572,223 for the year ended December 31, 1995
due to the increase in the loss of operations of $2,290,053 discussed above
which more than offset a $272,612 decrease in interest expense resulting
primarily from reduced interest rates.

     The Company realized an increase in interest and other income of $326,258
to $688,411 for the year ended December 31, 1996 as compared to $362,153 for the
year ended December 31,1995, which was primarily attributable to an increase in
the average balance of cash equivalents resulting from the investing of the
proceeds from the secondary public offering in the first quarter for the year
ended December 31, 1996. The Company's increase in its 50% equity interest in
the net loss of the Partnership increased $1,008,720 to $ 6,294,832 for the year
ended December 31, 1996 as compared to $5,286,112 for the year ended December
31, 1995. The Company's general and administrative expenses increased $162,430
to $1,545,594 for the year ended December 31, 1996 compared to $1,383,164 for
the same period in 1995 primarily the result of an increased payroll and other
administrative costs.

     The Company's net loss for the year ended December 31, 1996 increased
$831,236 to $7,154,609 from $6,323,373 for the same period in 1995. Net loss per
share of Common Stock decreased $.12 to $.35 for the year ended December 31,
1995 from $.47 for the same period in 1995 primarily the result of additional
shares outstanding resulting from the public secondary offering.


Years Ended December 31, 1995 and 1994

The Partnership's revenue for the year ended December 31, 1995 increased
$7,323,893 to $8,944,279 from $1,620,386 for the period from Formation to
December 31, 1994 due to the fabrication of substrate for Ciba-Geigy pursuant to
a supply agreement (the rights and obligations of which were subsequently
assigned to Hexcel in 1995), increased equipment sales and licensing fees. The
increase was attributable to revenue of $5,801,666 from the fabrication of
substrate for Ciba-Geigy and the increase of $1,028,439 in equipment sales and
$500,000 in licensing fees. The Partnership recorded a gross loss of $1,339,716
for the year ended December 31,1995 compared to a gross profit of $28,565 for
the period from Formation to December 31, 1994. The gross loss was due primarily
to increases in manufacturing costs of equipment in anticipation of future
growth without a corresponding increase in equipment sales, which was partially
offset by the licensing fees.

     The Partnership's operating expenses increased $2,794,639 to $8,522,925 in
the year ended December 31, 1995 compared to $5,728,286 for the period from
Formation to December 31, 1994, due to higher marketing, research and
development, and general and administrative costs. Marketing expenses increased
$1,350,981 as a result of increased marketing efforts and increased sales and
marketing personnel. Research and development expenses increased $238,943 due to
an increase in the number of research personnel and increased testing of
equipment by independent laboratories. Engineering costs decreased $296,867 in
this period. General and administrative expenses increased $1,501,582 primarily
due to the addition of general and administrative personnel, amortization of
intangibles incurred in connection with the Miami plant acquired in December
1994 and provision for reducing inventory to the lower of cost or market
recorded in 1995. The loss from operations for the year ended December 31, 1995
increased $4,162,920 to $9,862,641 compared to $5,699,721 for the period from
Formation to December 31, 1994.

     The Partnership's net loss increased $4,947,378 to $10,572,223 for the year
ended December 31, 1995 from $5,624,845 for the period from Formation to
December 31, 1994 due to the loss from operations and an increase in net
interest expense of $784,458 from additional borrowings.


                                       16
<PAGE>   17
     The Company generated nominal revenues of $9,000 for the year ended
December 31, 1995 which were attributable to the sale of cogeneration spare
parts compared to revenues of $88,360 for the same period in 1994 which were
attributable to sales of desiccant climate control systems prior to the
formation of the Partnership on February 7, 1994.

     The Company's expenses relating to marketing, engineering and development
decreased or were eliminated in 1995 as compared to 1994 primarily as a result
of the transfer of substantially all operations to the Partnership on February
7, 1994. The Company's general and administrative expenses decreased $343,169 to
$1,383,164 for the year ended December 31, 1995 compared to $1,726,333 for the
same period in 1994 as a result of a reduction in professional fees offset by
increased payroll expenses and other administrative costs. The Company recorded
an expense of $75,000 in 1995 for services rendered by an investor relations
firm. Pursuant to an agreement with such firm, the obligation was satisfied by
the issuance of 26,653 shares of Common Stock. Consulting expenses of $37,500
were recognized in 1995 for warrants granted in connection with the March 1995
private placement of 300,000 shares of Common Stock.

     The Company's net loss for the year ended December 31, 1995 increased
$1,932,291 to $6,323,373 from $4,391,082 for the same period in 1994. This
increase in loss was attributable to the increase in the Company's 50% interest
in the Partnership's loss of $2,473,689 to $5,286,112 for the year ended
December 31, 1995 as compared to $2,812,423 for the same period in 1994 offset
by a decline in operating costs primarily as a result of the transfer of
substantially all operations to the Partnership on February 7, 1994. Net loss
per share of Common Stock increased $.06 to $.47 for the year ended December 31,
1995 from $.41 for the same period in 1994.

     The Company's and the Partnership's operations have not been significantly
affected by inflation.

Liquidity and Capital Resources


     The Partnership's cash and cash equivalents increased to $1,192,997 at
December 31, 1996 from $346,480 at December 31, 1995. The increases were due to
capital contributions from the Company and Engelhard funding the Partnership's
net losses and capital investments. The Partnership is expected to require
additional financing to support anticipated growth and will be dependent on the
Company and Engelhard to provide additional financing to support its current
operations and future expansion. There can be no assurance that the Company or
Engelhard will be willing, or able, to provide such additional financing.

     Net cash used in operating activities by the Partnership was $12,441,884
for the year ended December 31, 1996 due to the net loss of $12,589,664, net
working capital needs of $2,205,778 which offset noncash charges of $2,353,558.
Net working capital utilized was primarily the result of increases in inventory
and receivables which offset the increase in payables related to the increased
sales. Net cash used in investing activities by the Partnership was $716,703 for
the year ended December 31, 1996. Net cash used in investing activities was
primarily the result of additional equipment and fixtures which was offset by
drawn cash held in escrow. Operating and investing activities were financed by
$14 million in capital contributions equally by the Company and Engelhard.
Subsequent to December 31, 1996, each partner made capital contributions of
$1,000,000 for the general working requirements of the Partnership.

     The Partnership's cash and cash equivalents decreased to $346,480 at
December 31, 1995 from $648,451 at December 31, 1994 and $8,633,000 contributed
from Engelhard at Formation. The decreases were due to the Partnership's net
losses, working capital requirements and capital investments incurred in
connection with the expansion of the Partnership's business since Formation,
which were partially financed by loans and capital contributions from the
Company and Engelhard. The Partnership is expected to require additional
financing to support anticipated growth and will be dependent on the Company and
Engelhard to provide additional financing to support its current operations and
future expansion. There can be no assurance that the Company or Engelhard will
be willing, or able, to provide such additional financing.

      Net cash used in operating activities by the Partnership was $12,105,251
for the year ended December 31, 1995 due to the net loss of $10,572,223, net
working capital needs of $3,265,030 which offset noncash charges of $1,732,002.
Net working capital utilized was primarily the result of increases in inventory
and receivables related to the increased sales. Capital expenditures of
approximately $1,400,000 were incurred primarily for machinery and equipment.
Net cash used in operating activities and capital expenditures were


                                       17
<PAGE>   18
financed with net borrowings of $7,194,988 and capital contributions aggregating
$6,000,000 from the Company and Engelhard.

     In April 1995, the Partnership obtained financing from the issuance of $8.5
million in industrial development revenue bonds. The proceeds of these bonds
were utilized to repay a portion of the loan provided by the general partners
and to fund improvements and capital expenditures at the Miami facility. The
Company guaranteed 50% of the Partnership's indebtedness associated with the
industrial development revenue bonds and established an irrevocable letter of
credit for $2,500,000 to support its portion of the guarantee, which is
collateralized by a $2,500,000 certificate of deposit. In May 1995, each general
partner was repaid $1,500,000 of the $8,000,000 aggregate loan from the Company
and Engelhard made in December 1994, of which the remaining amount, $2,500,000
for each general partner, was converted into an investment in the Partnership.
During 1995, each partner made capital contributions of $3,000,000 to the
Partnership. In addition, the Partnership borrowed $2,750,000 from a bank
through a short-term loan.

     Net cash used in operating activities by the Partnership was $6,571,000 for
the period from Formation to December 31, 1994 as a result of the net loss,
before depreciation and amortization, of $5,376,000 and net working capital
needs of $1,195,000 primarily to build inventory and for accounts receivable
which increased with sales. Capital expenditures were $9,361,000 for the period
from Formation to December 31, 1994, primarily due to the acquisition of a
manufacturing facility for $8,000,000 in December 1994 and capital expenditures
of $980,000. The Company and Engelhard financed the Partnership's operating and
investing activities in 1994 with the initial capital contribution of $8,633,000
from Engelhard upon the formation of the Partnership and loans of $4,000,000
from each of the Company and Engelhard in December 1994 to acquire the
Ciba-Geigy manufacturing facility.

     The Company's cash and cash equivalents amounted to $9,641,114, $1,573,475
and $1,114,000 at December 31, 1996, 1995 and 1994, respectively. The cash
utilized in the Company's operating and investing activities was financed
primarily through proceeds from the issuance of Common Stock from the public
secondary offering in February 1996 and exercise of stock options and warrants.
Management believes the Partnership will require additional capital
contributions during 1997, and the Company plans to satisfy its 50% portion of
such capital contribution requirements from its available cash and cash
equivalents. To the extent Partnership capital contributions in excess of the
net proceeds are required, or the Company requires additional funds to continue
its activities, the Company would expect to satisfy such requirements by seeking
equity financing. The Company's ability to successfully obtain equity financing
in the future is dependent in part on market conditions and the performance of
the Partnership. There can be no assurance that the Company will be able to
obtain equity financing in the future.

     Net cash used in operating activities by the Company was $711,675 for the
year ended December 31, 1996 due to the net loss, before non-cash charges and
the Company's 50% share of the net loss of the Partnership, of $845,687 and net
working capital provided of $134,012. The Company made additional capital
contributions of $7,000,000 to the Partnership during 1996. Net cash used in
operating activities and for investments in the Partnership were financed
through the issuance of Common Stock through proceeds from the issuance of
Common Stock from the public secondary offering in February 1996 and exercise of
stock options and warrants. Net cash provided by financing activities was
approximately $15.8 million of which approximately $17.3 was provided from the
issuance of Common Stock which was offset by the cash redemption of Preferred
Stock of approximately $981,000 and cash dividend on Preferred Stock of
approximately $395,000.

     Net cash used in operating activities by the Company was $1,297,534 for the
year ended December 31, 1995 due to the net loss, before non-cash charges and
the Company's 50% share of the net loss of the Partnership, of $914,170 and net
working capital needs of $383,364 since the Company transferred its desiccant
climate control business to the Partnership in February 1994. The Company was
repaid $1,500,000 (and converted $2,500,000 to a capital contribution to the
Partnership) of the $4,000,000 loan extended to the Partnership to acquire the
Ciba-Geigy manufacturing facility in May 1995. The Company made additional
capital contributions of $3,000,000 to the Partnership and supported a portion
of its guarantee of the $8,500,000 industrial development revenue bonds issued
by the Partnership with a $2,500,000 irrevocable letter of credit collateralized
with a certificate of deposit for a like amount. Net cash used in operating
activities and for investments in the Partnership were financed by issuing
Common Stock for net proceeds of $5,761,445 for the year ended December 31,
1995.


                                       18
<PAGE>   19
     In March 1995, the Company raised net proceeds of $3,010,000 in a private
placement of 300,000 shares of Common Stock at $11 per share. The Company
granted warrants to purchase 375,000 shares of Common Stock at $9 per share to
the finder in connection with the private placement. During the year ended
December 31, 1995, the Company received proceeds of approximately $2,781,353
from the exercise of stock options and warrants to purchase approximately
1,151,833 shares of Common Stock.

     Net cash used in operating activities by the Company was $1,373,000 for the
year ended December 31, 1994 due to the net loss, before non-cash charges and
the Company's 50% share of the net loss of the Partnership, of $1,239,000 and
net working capital needs of $134,000 since the Company transferred its
desiccant climate control business to the Partnership in February 1994. The
Company and Engelhard each extended a $4,000,000 loan to the Partnership to
acquire the Ciba-Geigy's Miami substrate manufacturing plant in December 1994.
Net cash used in operating activities and for investments in the Partnership
were financed by issuing Common Stock and warrants for net proceeds of
$5,139,000 and from borrowings of $400,000 from Engelhard.

     In June 1994, the Company sold 1,100,000 shares of Common Stock at $3.56
per share for net proceeds of $3,489,000, and two directors each sold 150,000
shares of Common Stock at the same price for aggregate cash proceeds to each of
$534,000. Pursuant to an agreement between the Company and the two directors,
the Company agreed to pay all commissions and expenses incurred in connection
with the offering. For financial advisory services related to the offering, the
Company granted to an individual, who subsequently became a director, warrants
to purchase 215,000 shares of Common Stock, which have exercise prices ranging
from of $3.25 to $4.75 per share and expire in 1999. During 1994, the Company
received $1,543,000 in cash for 732,000 shares of Common Stock upon the exercise
of stock options. Also during 1994, the Company received net proceeds of
$286,000 upon the exercise of warrants to acquire 187,000 shares of Common Stock
granted to placement agents in connection with the March and April 1993 private
placements referred to below.

      The independent accountants' report on the audit of the Company's 1996
financial statements includes an explanatory paragraph regarding substantial
doubt about the Company's ability to continue as a going concern. The Company's
financial statements have been prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. The Company has incurred cumulative losses since
inception amounting to approximately $41 million through December 31, 1996. In
order to continue operations, the Company has had to raise additional capital to
offset cash consumed in operations and support of the Partnership. The Company's
continuation as a going concern is dependent upon its ability to: (i) generate
sufficient cash flows to meet its obligations on a timely basis; (ii) obtain
additional financing or refinancing as may be required; and (iii) ultimately,
attain profitable operations and positive cash flow from its operations and its
investment in the Partnership. The independent accountants' report on the audit
of the Partnership's 1996 financial statements also includes an explanatory
paragraph regarding substantial doubt about the Partnership's ability to
continue as a going concern. The Partnership's continuation as a going concern
will remain dependent upon its ability to: (i) generate sufficient cash flows to
meet its obligations on a timely basis; (ii) obtain additional financing or
refinancing as may be required; and (iii) ultimately, attain profitable
operations and positive cash flow from operations.

New Accounting Standard

     In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standard No. 128 ("SFAS 128") on earnings per share. The
new statement prescribes the method by which basis for computing the dilutive
effect of outstanding options and warrants. SFAS 128 requires the ommission of
securities which would have an antidilutive effect on the computation of
earnings per share. The new pronouncement is effective for the year ended 1997.
The Company believes that the new pronouncement will not have a significant
impact on its calculation of earnings per share.

Safe Harbor for Forward-Looking Statements

     Except for historical matters contained herein, the matters discussed in
this Form 10-K are forward-looking and are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Readers are
cautioned that these forward-looking statements reflect numerous assumptions and
involve risks and uncertainties which may affect the Company's or the
Partnership's business, financial position and prospects and cause actual
results to differ materially from these forward-looking statements. The
assumptions and risks include sufficient funds to finance working capital and
other financing requirements of the Company and the


                                       19
<PAGE>   20
Partnership, market acceptance of the Partnership's products, dependence on
proprietary technology, competition in the air conditioning industry and others
set forth in the Company's filings with the Securities and Exchange Commission.



ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and supplementary financial data required by this Item
8 are set forth in Item 14 of this Form 10-K Report. All information which has
been omitted is either inapplicable or not required.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

None.



PART III


ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

                  The required information with respect to each director and
executive officer is contained in the Company 's definitive Proxy Statement in
connection with its Annual Meeting to be filed within 120 days of the
Registrant's year ended December 31, 1996 ("1997 Annual Meeting"), which is
hereby incorporated by reference in this Form 10-K Annual Report.

ITEM 11.   EXECUTIVE COMPENSATION

                  The required information with respect to executive
compensation is contained in the Company's definitive Proxy Statement in
connection with its 1997 Annual Meeting to be filed within 120 days of the
Registrant's year ended December 31, 1996, which is hereby incorporated by
reference in this Form 10-K Annual Report.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                  The required information with respect to security ownership of
certain beneficial owners and management is contained in the Company's
definitive Proxy Statement in connection with its 1997 Annual Meeting to be
filed within 120 days of the Registrant's year ended December 31, 1996, which is
hereby incorporated by reference in this Form 10-K Annual Report.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                  The required information with respect to certain relationships
and related transactions is contained in the Company's definitive Proxy
Statement in connection with its 1997 Annual Meeting to be filed within 120 days
of the Registrant's year ended December 31, 1996, which is hereby incorporated
by reference in this Form 10-K Annual Report.


                                       20
<PAGE>   21
PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

          (a)   The following is a list of certain documents filed as a part
                of this Form 10-K Report:

                (1)   Financial Statements of the Registrant.

                      (I)   Report of Independent Accountants

                      (ii)  Consolidated Balance Sheets at December 31, 1996
                            and 1995.

                      (iii) Consolidated Statements of Operations for the
                            years ended December 31, 1996, 1995 and 1994.

                      (iv)  Consolidated Statements of Changes in
                            Stockholders' Equity (Deficit) for the years ended
                            December 31, 1996, 1995 and 1994.

                      (v)   Consolidated Statements of Cash Flows for the
                            years ended December 31, 1996, 1995 and 1994.

                      (vii) Notes to Consolidated Financial Statements.

All other schedules specified in Item 8 or Item 14(d) of Form 10-K are omitted
because they are not applicable or not required, or because the required
information is included in the Financial Statements or notes thereto.

          (b)   Reports on Form 8-K

                None

          (c)   The following table sets forth those exhibits filed pursuant
                to Item 601 of Regulation S-K. Exhibits identified with an
                asterisk ("*") below comprise executive compensation plans and
                arrangements:

          Exhibit                  Description
          -------                  -----------

            2.1   Joint Venture Asset Transfer Agreement between Engelhard and
                  Engelhard DT, Inc. and the Company and ICC Desiccant
                  Technologies, Inc., dated September 8, 1993, was filed as
                  Exhibit A to the Company's Definitive Proxy Statement dated
                  December 23, 1993 for Stockholders Meeting held January 17,
                  1994 and is hereby incorporated by reference.

            2.2   Amendment dated December 20, 1993 to Joint Venture Asset
                  Transfer Agreement between Engelhard and Engelhard DT, Inc.
                  and the Company and ICC Desiccant Technologies, Inc., dated
                  September 8, 1993, was filed as an exhibit to the Company's
                  registration statement filed on Form S-2 declared effective
                  February 14, 1996 (registration number 33-80223) and is hereby
                  incorporated by reference.

            2.3   Agreement for Purchase and Sale of Assets by and between the
                  Partnership and Ciba-Geigy dated November 29, 1994 was filed
                  as Exhibit 10(p) to the Company's Form 10-K for the year ended
                  December 31, 1994 and is hereby incorporated by reference.


                                       21
<PAGE>   22
            3.1   Articles of Incorporation and Bylaws. Incorporated by
                  reference from ICC's Form 10 filed on September 16, 1985.

            3.2   Amendment to Articles of Incorporation changing name to ICC
                  Technologies, Inc. Incorporated by reference from ICC's Form
                  8-K dated June 12, 1990.

            4.1   The Company's Certificate of Designation for Series F
                  Preferred Stock and Series G Convertible Preferred Stock, was
                  filed as an Exhibit to the Company's Form 10-K for the fiscal
                  year ended December 31, 1989 and is hereby incorporated by
                  reference.

            4.2   The Company's Certificate of Designation for Series H
                  Convertible Preferred Stock, was filed as an Exhibit to the
                  company's Form 8-K dated March 26, 1991 and is hereby
                  incorporated by reference.

            4.3   The Company's Certificate of Designation for Series I
                  Preferred Stock, was filed as an Exhibit to the Company's Form
                  8-K dated March 12, 1992 and is hereby incorporated by
                  reference.

            4.4   ICC Technologies, Inc. Certificate of Designation for Series J
                  Preferred Stock. Incorporated by reference from ICC's Form 8-K
                  dated June 8, 1992.

            9.1   Form of voting trust agreement between RIT Capital Partners,
                  plc, Warburg, Pincus Capital Company L.P. and ICC
                  Technologies, Inc. Incorporated by reference from ICC's Form
                  10-K for the fiscal year ended December 31, 1989.

           10.1   Lease Agreement for the Partnership's Executive Offices dated
                  June 14, 1989. Incorporated by reference from ICC's Form 8-K
                  dated June 12, 1990.

           10.2   The Company's Incentive Stock Option Plan, as amended was
                  filed as Exhibit 4(g) to the Company's Registration Statement
                  on Form S-8, No. 33-85636 filed on October 26, 1994 and is
                  hereby incorporated by reference.

           10.3   The Company's Nonqualified Stock Option Plan, as amended and
                  restated, was filed as Exhibit C to the Company's Definitive
                  Proxy Statement dated November 18, 1994 for Stockholders
                  Meeting held December 15, 1994 and is hereby incorporated by
                  reference.

           10.4   ICC Technologies, Inc., Equity Plan for Directors Incorporated
                  by reference from ICC's Definitive Proxy Statement dated
                  November 18, 1994 for Stockholders Meeting held December 15,
                  1994.

           10.5   Agreement to Restructure and Retire ICC Technologies, Inc.
                  Lease Financing Obligations to Textron Financial Corporation.
                  Incorporated by reference from ICC's Form 8-K filed June 12,
                  1990.


                                       22
<PAGE>   23
            10.6  Conversion and Waiver Agreement between RIT Capital Partners,
                  plc, Warburg, Pincus Capital Company L.P. and ICC
                  Technologies, Inc. dated June 6, 1990 including all exhibits
                  thereto. Incorporated by reference from ICC's Form 10-K for
                  the fiscal year ended December 31, 1989.

            10.7  Joint Development Program Agreement between ICC Technologies
                  Inc., and Engelhard Corporation dated May 26, 1992.
                  Incorporated by reference from ICC's Form 10-K for the fiscal
                  year ended December 31, 1992.

            10.8  Employment Agreement between William A. Wilson and ICC
                  Technologies Inc., dated July 2, 1991 Incorporated by
                  reference from ICC's Quarterly Report on Form 10-Q for period
                  ended September 30, 1991.

            10.9  Amendment dated February 28, 1994 to Employment Agreement
                  between William A. Wilson and ICC Technologies Inc.
                  incorporated by reference from ICC's Form 10-K for the fiscal
                  year ended December 31, 1994.

            10.10 General Partnership Agreement of Engelhard/ICC ,between
                  Engelhard DT Inc. and ICC Desiccant Technologies, Inc., dated
                  February 7, 1994 was filed as an exhibit to the Company's
                  registration statement filed on Form S-2 declared effective
                  February 14, 1996 (registration number 33-80223) and is hereby
                  incorporated by reference.

            10.11 Technology License Agreement between Engelhard Corporation and
                  ICC Technologies, Inc., and Engelhard/ICC, dated February 7,
                  1994 was filed as Exhibit 10(j) to the Company's Form 10-K for
                  the fiscal year ended December 31, 1993 and is hereby
                  incorporated by reference.

            10.12 Supply Agreement between Engelhard/ICC and Engelhard
                  Corporation dated February 7, 1994. Incorporated by reference
                  from ICC's Form 10-K for the fiscal year ended December 31,
                  1993.

            10.13 Employment Agreement between Irwin L. Gross and the
                  Partnership dated February 8, 1994. Incorporated by reference
                  from ICC's Form 10-K for the fiscal year ended December 31,
                  1993.

            10.14 Royalty Agreement between Engelhard/ICC and James Coellner and
                  Dean Calton dated February 8, 1994. Incorporated by reference
                  from ICC's Form 10-K for the fiscal year ended December 31,
                  1993.

            10.15 Lease Agreement for the Partnership's manufacturing space,
                  dated March 25, 1993. Incorporated by reference from ICC's
                  Form 10-K for the fiscal year ended December 31, 1993.


                                       23
<PAGE>   24
            10.16 License Agreement by and between the Partnership and Ciba
                  Composites Anaheim, a business unit of Ciba Composites, a
                  Division of Ciba-Geigy, dated November 29, 1994, was filed as
                  Exhibit 10.1 to the Company's 10-Q for period ended September
                  30, 1995 and is hereby incorporated by reference.

            10.17 Manufacturing and Supply Agreement by and between the
                  Partnership and Ciba Composites Anaheim, a business unit of
                  Ciba Composites, a Division of Ciba-Geigy, dated November 29,
                  1994, was filed as Exhibit 10.2 to the Company's 10-Q for
                  period ended September 30, 1995 and is hereby incorporated by
                  reference.

            10.18 Technical Information, Trademark and Patent License Agreement
                  by and between the Partnership and Chung-Hsin, dated March 27,
                  1995, was filed as Exhibit 10.3 to the Company's 10-Q for
                  period ended September 30, 1995 and is hereby incorporated by
                  reference.

            10.19 Supply Agreement by and between the Partnership and
                  Chung-Hsin, dated March 27, 1995, was filed as Exhibit 10.4 to
                  the Company's 10-Q for period ended September 30, 1995 and is
                  hereby incorporated by reference.

            10.20 Agreement by and among Engelhard, the Company and the
                  Partnership, dated April 1, 1995 relating to the Dade County
                  Industrial Development Revenue Bonds, was filed as Exhibit
                  10.5 to the Company's 10-Q for period ended September 30, 1995
                  and is hereby incorporated by reference.

            10.21 Memorandum of Understanding by and between the Partnership and
                  Samsung, dated June 30, 1995, was filed as Exhibit 10.6 to the
                  Company's 10-Q for period ended September 30, 1995 and is
                  hereby incorporated by reference.

            10.22 Form of Amendment dated August 9, 1995 to Agreement of October
                  6, 1991 regarding formation of ICC International by and
                  between the Partnership and AB Air was filed as Exhibit 10.7
                  to the Company's 10-Q for period ended September 30, 1995 and
                  is hereby incorporated by reference.

            10.23 Agreement Regarding Joint Development Program between the
                  Partnership and AB Air dated August 21, 1995 was filed as an
                  exhibit to the Company's registration statement filed on Form
                  S-2 declared effective February 14, 1996 (registration number
                  33-80223) and is hereby incorporated by reference.

            10.24 Form of Amendment assignment and transfer to Hexcel all
                  contracts between Engelhard/ICC and Ciba-Geigy, dated October
                  19, 1995.

            10.25 Asia Pacific Market Development Agreement between Carrier APO
                  and the Partnership dated September 12, 1996.

            10.26 Agreement of Lease Between 330 South Warminster Associates,
                  L.P. as Landlord and Engelhard/ICC as Tenant, including lease
                  guarantee, dated February 4, 1997.


                                       24
<PAGE>   25
            21    Subsidiaries of ICC Technologies, Inc. ICC Desiccant
                  Technologies, Inc.

            23    Consent of Coopers & Lybrand L.L.P., Independent Accountants

            27    Financial Data Schedule




(d) The following is a list of certain documents required by Regulation S-X
consisting of financial statements of the fifty percent owned general
partnership Engelhard/ICC included in this Form 10-K Annual Report:


      (1)   Financial Statements.

            (i)   Report of Independent Accountants

            (ii)  Balance Sheet at December 31, 1996 and 1995.

            (iii) Statements of Operations for the years ended December 31, 1996
                  and 1995 and the period February 7, 1994 (date of formation)
                  to December 31, 1994.

            (iv)  Statements of Changes in Partners' Capital for the years ended
                  December 31, 1996 and 1995 and for the period February 7, 1994
                  (date of formation) to December 31, 1994.

            (v)   Statements of Cash Flows for the years ended December 31, 1996
                  and 1995 and for the period February 7, 1994 (date of
                  formation) to December 31, 1994.

            (vii) Notes to Financial Statements.


                                       25
<PAGE>   26
                        REPORT OF INDEPENDENT ACCOUNTANTS




The Stockholders of ICC Technologies

We have audited the accompanying consolidated balance sheets of ICC
Technologies, Inc. (ICC) as of December 31, 1996 and 1995 and the related
consolidated statements of operations, changes in stockholders' equity and cash
flows for each of the three years in the period ended December 31, 1996. These
consolidated financial statements are the responsibility of ICC's management.
Our responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of ICC
Technologies, Inc. as of December 31, 1996 and 1995 and the consolidated results
of its operations and its cash flows for each of the three years in the period
ended December 31, 1996 in conformity with generally accepted accounting
principles.

The accompanying consolidated financial statements have been prepared assuming
that ICC will continue as a going concern. As discussed in Note 1, ICC incurred
losses accumulating to $40,700,328 through December 31, 1996. This factor, among
others, raises substantial doubt about ICC's ability to continue as a going
concern. Management's plans in regard to these matters are described in Note 1.
The accompanying consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.



COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
March 19 , 1997


                                       26
<PAGE>   27
                             ICC TECHNOLOGIES, INC
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                                   December 31,       December 31,
                                                                                                      1996                1995
                                                                                                   ------------       ------------
<S>                                                                                                <C>                <C>
                                     ASSETS
                                     ------
CURRENT ASSETS:
        Cash and cash equivalents                                                                  $  9,641,114       $  1,573,475
        Receivables -
                Employees                                                                                     0             28,667
                Engelhard/ICC                                                                                 0            160,973
        Prepaid expenses and other                                                                      108,161            530,131
                                                                                                   ------------       ------------
                                        Total current assets                                          9,749,275          2,293,246


RESTRICTED CASH EQUIVALENTS                                                                           2,500,000          2,500,000
PROPERTY AND EQUIPMENT, net                                                                               1,590              3,180
                                                                                                   ------------       ------------
                                                Total assets                                       $ 12,250,865       $  4,796,426
                                                                                                   ============       ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
CURRENT LIABILITIES:
        Accounts payable                                                                           $     22,210       $     28,358
        Payable to Engelhard/ICC                                                                         17,035                  0
        Current portion of note payable to stockholder                                                        0            150,000
        Accrued liabilities                                                                              48,227            287,091
                                                                                                   ------------       ------------
                                        Total current liabilities                                        87,472            465,449
                                                                                                   ------------       ------------
LOSSES OF ENGELHARD/ICC IN EXCESS OF INVESTMENTS                                                      2,091,997          2,797,165
                                                                                                   ------------       ------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
        Preferred stock, $.01 par value -
                Series  F, authorized 6,885 shares, issued and outstanding 0
                        shares at December 31, 1996 and 135 shares at December
                        31, 1995 (liquidation value $256,270
                         at December 31, 1995)                                                                0                  1
                Series G Convertible, authorized 400 shares, issued and outstanding 0 shares
                        at December 31, 1996 and 350 shares  at December 31, 1995
                         (liquidation value $664,404 at December 31, 1995)                                    0                  4
                Series H Convertible, authorized 1,500 shares, issued and outstanding 0 shares
                        at December 31, 1996 and 1,500 shares at December 31, 1995                            0                 15
                Series I, authorized 500 shares, issued and outstanding 0 shares at December 31,
                        1996 and 500 shares at December 31, 1995                                              0                  5
                Series J, authorized, 225 shares,  issued and outstanding 0 shares at December 31,
                        1996 and 225 shares at December 31, 1995                                              0                  2
        Common stock, $.01 par value, authorized 50,000,000 shares,
                issued 21,282,354 shares at December 31, 1996 and 14,692,193
                shares at December 31, 1995                                                             212,824            146,923
        Additional paid-in capital                                                                   50,730,330         35,104,011
        Accumulated deficit                                                                         (40,700,328)       (33,545,719)
        Less:  Treasury common stock, at cost, 66,227 shares                                           (171,430)          (171,430)
                                                                                                   ------------       ------------
                                        Total stockholders' equity                                   10,071,396          1,533,812
                                                                                                   ------------       ------------
                                                Total liabilities and stockholders' equity         $ 12,250,865       $  4,796,426
                                                                                                   ============       ============
</TABLE>

               The accompanying notes are an integral part of the
                       consolidated financial statements.


                                      -27-

<PAGE>   28
                             ICC TECHNOLOGIES, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                     Year Ended December 31,
                                                        --------------------------------------------------
                                                            1996               1995               1994
                                                        ------------       ------------       ------------
<S>                                                     <C>                <C>                <C>
REVENUES:
      Interest and other income                         $    688,411       $    362,153       $    162,285
EXPENSES:
      Equity interest in net loss of Engelhard/ICC         6,294,832          5,286,112          2,812,423
      General and administrative                           1,545,594          1,383,164          1,726,333
      Interest                                                 2,594             16,250             14,611
                                                        ------------       ------------       ------------
           Total expenses                                  7,843,020          6,685,526          4,553,367
                                                        ------------       ------------       ------------
NET LOSS                                                $ (7,154,609)      $ (6,323,373)      $ (4,391,082)
CUMULATIVE PREFERRED STOCK
      DIVIDEND REQUIREMENTS                                  (49,655)          (301,413)          (227,750)
                                                        ------------       ------------       ------------
NET LOSS APPLICABLE TO COMMON STOCKHOLDERS              $ (7,204,264)      $ (6,624,786)      $ (4,618,832)
                                                        ============       ============       ============
NET LOSS PER COMMON SHARE                               $      (0.35)      $      (0.47)      $      (0.41)
                                                        ============       ============       ============
WEIGHTED AVERAGE COMMON SHARES                            20,322,952         14,072,867         11,390,981
                                                        ============       ============       ============
</TABLE>


               The accompanying notes are an integral part of the
                       consolidated financial statements.


                                      -28-
<PAGE>   29
                             ICC TECHNOLOGIES, INC.

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
             for the years ended December 31, 1996, 1995, and 1994

<TABLE>
<CAPTION>
                                                                          Common        Additional                    Treasury
                                                             Preferred     Stock          Paid-in      Accumulated     Stock,
                                                               Stock   ($.01 par value)   Capital        Deficit       at Cost
                                                             ---------  -------------- ------------   -------------   ----------
<S>                                                          <C>        <C>            <C>            <C>             <C>
BALANCE, DECEMBER  31, 1993                                    $ 101      $ 99,693     $ 23,946,571   $(22,831,264)   $(171,430)
      Conversion of 600 shares Series H preferred stock into
           300,000 shares of common stock                         (6)        3,000           (2,994)             0            0
      Issuance of 1,100,000 shares of common stock through
           a private placement, net of offering expenses           0        11,000        3,477,920              0            0
      Issuance of 919,354 shares of common stock through
           exercise of stock options and warrants                  0         9,194        1,640,837              0            0
      Issuance of warrants to purchase 40,000 shares
           of common stock                                         0             0          179,200              0            0
      Net loss                                                     0             0                0     (4,391,082)           0
                                                               -----      --------     ------------   ------------    ---------
BALANCE, DECEMBER  31, 1994                                       95       122,887     $ 29,241,534   $(27,222,346)   $(171,430)
      Issuance of 925,000 shares of common stock to redeem
           6750 shares of Series F preferred stock               (68)        9,250           (9,182)             0            0
      Issuance of 1,151,908 shares of common stock through
           exercise of stock options and warrants                  0        11,519        2,769,834              0            0
      Issuance of 300,000 shares of common stock through
           a private placement, net of offering expenses           0         3,000        3,027,092              0            0
      Issuance of 26,653 shares of common stock for
           services rendered                                       0           267           74,733              0            0
      Net loss                                                     0             0                0     (6,323,373)           0
                                                               -----      --------     ------------   ------------    ---------
BALANCE, DECEMBER  31, 1995                                    $  27      $146,923     $ 35,104,011   $(33,545,719)   $(171,430)
      Issuance of 2,686,813 shares of common stock through
           a secondary offering, net of offering expenses          0        26,868       16,739,905              0            0
      Issuance of 3,772,045 shares of common stock through
           conversion and redemption of the outstanding
           preferred stock                                       (27)       37,720       (1,413,573)             0            0
      Issuance of 131,300 shares of common stock through
           exercise of stock options and warrants                  0         1,313          299,987              0            0
      Net Loss                                                     0             0                0     (7,154,609)           0
                                                               =====      ========     ============   ============    =========
BALANCE, DECEMBER  31, 1996                                    $   0      $212,824     $ 50,730,330   $(40,700,328)   $(171,430)
                                                               =====      ========     ============   ============    =========
</TABLE>

<TABLE>
<CAPTION>
                                                                   Total
                                                                Stockholders'
                                                                   Equity
                                                                -------------
<S>                                                             <C>
BALANCE, DECEMBER  31, 1993                                     $  1,043,671
      Conversion of 600 shares Series H preferred stock into
           300,000 shares of common stock                                  0
      Issuance of 1,100,000 shares of common stock through
           a private placement, net of offering expenses           3,488,920
      Issuance of 919,354 shares of common stock through
           exercise of stock options and warrants                  1,650,031
      Issuance of warrants to purchase 40,000 shares
           of common stock                                           179,200
      Net loss                                                    (4,391,082)
                                                                ------------
BALANCE, DECEMBER  31, 1994                                     $  1,970,740
      Issuance of 925,000 shares of common stock to redeem
           6750 shares of Series F preferred stock                         0
      Issuance of 1,151,908 shares of common stock through
           exercise of stock options and warrants                  2,781,353
      Issuance of 300,000 shares of common stock through
           a private placement, net of offering expenses           3,030,092
      Issuance of 26,653 shares of common stock for
           services rendered                                          75,000
      Net loss                                                    (6,323,373)
                                                                ------------
BALANCE, DECEMBER  31, 1995                                     $  1,533,812
      Issuance of 2,686,813 shares of common stock through
           a secondary offering, net of offering expenses         16,766,773
      Issuance of 3,772,045 shares of common stock through
           conversion and redemption of the outstanding
           preferred stock                                        (1,375,880)
      Issuance of 131,300 shares of common stock through
           exercise of stock options and warrants                    301,300
      Net Loss                                                    (7,154,609)
                                                                ============
BALANCE, DECEMBER  31, 1996                                     $ 10,071,396
                                                                ============
</TABLE>


               The accompanying notes are an integral part of the
                       consolidated financial statements.


                                      -29-

<PAGE>   30
                             ICC TECHNOLOGIES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                                Year Ended December 31,
                                                                                  ------------------------------------------------
                                                                                      1996              1995               1994
                                                                                  ------------       -----------       -----------
<S>                                                                               <C>                <C>               <C>
Cash Flows from Operating Activities:
     Net loss                                                                     $ (7,154,609)      $(6,323,373)      $(4,391,082)
     Adjustments to reconcile net loss to net cash used in operating activities:
         Depreciation and amortization                                                   1,590             1,591            49,181
         Equity interest in net loss of Engelhard/ICC                                6,294,832         5,286,112         2,812,423
         Common  stock  and warrants issued for services rendered                       12,500           112,500           179,200
         Provision for doubtful accounts                                                     0                 0            16,112
         Increase in inventory reserve                                                       0             9,000            95,000
         (Increase) decrease in:
            Receivables                                                                189,640           (36,878)           67,321
            Inventories                                                                      0             7,960           (67,664)
            Prepaid expenses and other                                                 172,349          (464,921)          (23,873)
         Increase (decrease) in:
            Accounts payable and accrued expenses                                     (227,977)          110,475          (109,336)
                                                                                  ------------       -----------       -----------
                Net cash used in operating activities                                 (711,675)       (1,297,534)       (1,372,718)
                                                                                  ------------       -----------       -----------

Cash Flows from Investing Activities:
     Capital contribution to Engelhard/ICC                                          (7,000,000)       (3,000,000)                0
     Repayment of loans from (Loans to) Engelhard/ICC                                        0         1,500,000        (4,000,000)
     Purchase of restricted certificate of deposit                                           0        (2,500,000)                0
     Purchases of property and equipment, net                                                0            (4,771)           (9,300)
                                                                                  ------------       -----------       -----------
                Net cash used in investing activities                               (7,000,000)       (4,004,771)       (4,009,300)
                                                                                  ------------       -----------       -----------

Cash Flows from Financing Activities:
     Proceeds from sale of common stock and warrants, net                           17,305,194         5,761,445         5,138,951
     Cash redemption of Preferred Stock                                               (981,270)                0                 0
     Cash dividend on Preferred Stock                                                 (394,610)                0                 0
     Repayments of borrowings from stockholders                                       (150,000)                0          (185,272)
     Borrowings from Engelhard Corporation, net                                              0                 0           400,000
                                                                                  ------------       -----------       -----------
                Net cash provided by financing activities                           15,779,314         5,761,445         5,353,679
                                                                                  ------------       -----------       -----------

Net increase (decrease) in cash and cash equivalents                                 8,067,639           459,140           (28,339)

Cash and Cash Equivalents, Beginning of Period                                       1,573,475         1,114,335         1,142,674
                                                                                  ------------       -----------       -----------
Cash and Cash Equivalents, End of Period                                          $  9,641,114       $ 1,573,475       $ 1,114,335
                                                                                  ============       ===========       ===========
</TABLE>


               The accompanying notes are an integral part of the
                       consolidated financial statements.


                                      -30-

<PAGE>   31
ICC TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

            (1)              BUSINESS

            ICC Technologies, Inc. (the 'Company' or 'ICC') is a Delaware
            corporation. On February 7, 1994, the Company and Engelhard
            Corporation, through their respective subsidiaries, formed a
            Pennsylvania General Partnership named 'Engelhard/ICC' (the
            'Partnership'). In exchange for a 50% interest in the Partnership,
            the Company transferred to the Partnership substantially all of its
            assets, with the exception of cash and certain other assets not
            related to the desiccant air conditioning business, subject to
            certain liabilities; Engelhard Corporation, in exchange for a 50%
            interest in the Partnership, (a) contributed to the Partnership
            approximately $8,600,000, (b) entered into a Supply Agreement
            pursuant to which it agreed to supply desiccants to the Partnership,
            (c) entered into a Technology License Agreement pursuant to which
            Engelhard Corporation and the Partnership licensed to each other
            certain technology rights, and (d) agreed to provide credit support
            to the Partnership in the amount of $3,000,000. In addition,
            Engelhard Corporation extinguished a $900,000 obligation due to it
            by the Company.

            The Partnership was formed on February 7, 1994 to engage in the
            business of designing, manufacturing and marketing climate control
            systems to supplement or replace conventional air conditioning
            systems ('Partnership Business'). The desiccant air conditioning
            business conducted by the Company prior to the formation of the
            Partnership is now being conducted by the Partnership. As a result,
            the Company has become principally a holding company, owning a 50%
            interest in the Partnership. Although the Company is not permitted
            to engage directly or indirectly in any activities which would
            conflict with the Partnership Business as long as the Partnership is
            in effect, the Company is not precluded from engaging in other
            activities.

            Prior to the formation of the Partnership, the Company was engaged
            in the business of designing, manufacturing and marketing
            environmentally beneficial and energy efficient, desiccant cooling
            systems for climate control for commercial buildings. The Company's
            desiccant cooling products were marketed primarily to operators of
            supermarkets and department stores, manufacturers, and to users of
            other types of air conditioning and dehumidification products. The
            Company expects the Partnership to continue such business and to
            market its products to such potential users.

            The Company believes that the desiccant cooling system it has
            developed and which the Partnership is now further developing, is an
            innovative and energy efficient technology for providing cooling and
            heating for commercial facilities.

            Going Concern

            The accompanying financial statements have been prepared on a going
            concern basis, which contemplates the realization of assets and the
            satisfaction of liabilities in the normal course of business.
            Revenues and the Company's share of results of operations of
            Engelhard/ICC have been insufficient to cover costs of operations
            for the year ended December 31, 1996. The Company has incurred
            cumulative losses since inception of $40,700,328 through December
            31, 1996. In order to continue operations, the Company has had to
            raise additional capital to offset cash consumed in operations and
            the support of the Partnership. Until the Partnership generates
            positive cash flows from operations, it will be primarily dependent
            upon its partners to provide any required working capital. The
            Company's continuation as a going concern is dependent on its
            ability to: (i) generate sufficient cash flows to meet its
            obligations on a timely basis, (ii) obtain additional financing as
            may be required, and (iii) ultimately attain profitable operations
            and positive cash flows from operations and its investment in the
            Partnership. The accompanying financial statements do not include
            any adjustments that may result from the Company's inability to
            continue as a going concern.

            Management believes the Company has adequate working capital for at
            least the next fiscal year to support its half of the estimated
            future financing requirements of the Partnership and to fund the


                                       31
<PAGE>   32
            Company's working capital requirements; however, there can be no
            assurance that the Company will have adequate capital to finance the
            requirements of the Partnership or fund its own working capital
            requirements.

(2)         THE PARTNERSHIP

                 On February 7, 1994 ICC and Engelhard, through their respective
            subsidiaries, formed a Pennsylvania general partnership named
            Engelhard/ICC (the "Partnership"). In exchange for a 50% interest in
            the Partnership, ICC transferred to the Partnership, through ICC's
            wholly-owned subsidiary, ICC Desiccant Technologies Inc.,
            substantially all of its assets, with the exception of cash and
            certain other assets not related to the desiccant air conditioning
            business, subject to certain liabilities. The assets and liabilities
            were transferred by the Company at historical cost with no gain or
            loss being recorded by the Company. The investment in the
            Partnership is accounted for under the equity method of accounting.

            The following are the summarized financial results of the
            Partnership:

<TABLE>
<CAPTION>
                                                          Year ended        Year ended        Period ended
                                                          ----------        ----------        ------------
                                                         December 31,      December 31,       December 31,
                                                         ------------      ------------       ------------
                                                             1996              1995                1994
                                                             ----              ----                ----
             <S>                                         <C>               <C>                 <C>
             RESULTS OF OPERATIONS:
             Revenues                                    $ 10,504,609      $  8,944,279        $ 1,620,386
             Loss  from operations                        (12,152,694)       (9,862,641)        (5,699,792)
             Net loss                                    $(12,589,664)     $(10,572,223)       $(5,624,845)
</TABLE>

<TABLE>
<CAPTION>
             BALANCE SHEET INFORMATION:                  December 31,      December 31,
             --------------------------                  ------------      ------------
                                                             1996             1995
                                                             ----             ----
             <S>                                         <C>               <C>
             Cash                                        $ 1,192,997       $   346,480
             Receivables                                   2,640,804         2,057,420
             Inventory                                     4,570,952         3,385,125
             Other current assets                            278,762           158,939
             Cash held in escrow                             307,476           865,744
             Property, plant and equipment                 7,990,125         8,263,642
             Other noncurrent assets                       1,978,115         1,802,155
                                                         -----------       -----------
                Total assets                             $18,959,231       $16,879,505
                                                         ===========       ===========
             Accounts payable and accrued expenses       $ 1,885,596       $ 1,153,885
             Payable to general partners                     298,084           365,509
             Debt                                         11,456,859        11,451,755
             Notes payable to general  partners                    0                 0
             Partners' capital                             5,318,692         3,908,356
                                                         -----------       -----------
                Total liabilities and equity             $18,959,231       $16,879,505
                                                         ===========       ===========
</TABLE>

        In December 1994, the Partnership acquired for approximately $8.2
million in cash, the real property and substantially all other manufacturing
assets of an existing manufacturing facility located in Miami, Florida from
Ciba-Geigy Corporation ("Ciba"), which currently produces the small cell,
honeycomb structures that are the base material of the desiccant and thermal
rotors that are an integral part of the Partnership's products. The former Ciba
plant produced primarily large cell substrate which the Partnership is
prohibited to produce or sell other than to Ciba. The Partnership also
acquired, as part of the transaction, an exclusive technology license to use
Ciba's proprietary process which is necessary to manufacture such small cell,
honeycomb structures. As a result of the combination of the composite
businesses of Ciba-Geigy and Hexcel Corporation the combined businesses operate
now under the name Hexcel. All rights and obligations under the requirements
contract were assigned to Hexcel. The Company's and the Partnership's
management believe that the acquisition gives the Partnership complete control
of the critical technologies and manufacturing processes for its current
products as well as those in the foreseeable future. Assets acquired consisted
of approximately $6.9 million of plant, property and equipment and $1.3 million
of intangibles.


                                       32
<PAGE>   33
            To finance the acquisition, the Company and Engelhard each lent to
            the Partnership $4,000,000 ("General Partners' Bridge Loan"). The
            loans, were evidenced by promissory notes with interest payable
            monthly at the Prime Rate plus 1%. The General Partners' Bridge Loan
            resulted in the Company increasing its investment in the Partnership
            as well as recording its proportionate share of previously
            unrecognized accumulated losses at that time. In May 1995,
            $1,500,000 of the bridge loan was repaid to each general partner.
            The remaining $2,500,000 for each general partner was converted into
            an investment in the Partnership.

            In April 1995, the Partnership obtained financing from the issuance
            of $8,500,000 of industrial development revenue bonds. The proceeds
            of these bonds were used to repay $3,000,000 of the General
            Partners' Bridge Loan, $1,500,000 to each general partner, and
            provide for improvements and capital equipment at the Miami
            facility. As of December 31, 1996, $307,476 of proceeds were held in
            escrow and will be released upon the Partnership's incurring
            qualified expenditures.

            In May 1995, the Company guaranteed 50% of the Partnership's
            indebtedness associated with the industrial development revenue
            bonds. The Company has established an irrevocable letter of credit
            for $2,500,000 to support its portion of the guarantee. The
            Company's letter of credit is collateralized by cash equivalents in
            the amount of $2,500,000. Although the bonds do not begin to mature
            until April 2000, there can be no assurance that the Partnership
            will be able to generate sufficient cash from operations to cover
            the debt service on the bonds. If the Partnership defaults on the
            bonds and they become due, the Company will become responsible for
            repayment for at least a portion of that amount and possibly
            additional amounts.

            During 1996, capital contributions of $7,000,000 to the Partnership
            were made by each partner. Subsequently, in January and March 1997,
            an additional $1 million in capital contributions to the Partnership
            were made by each partner. During 1995, capital contributions of
            $3,000,000 to the Partnership were made by each partner.

            In connection with the formation of the Partnership, the Company
            granted Engelhard options to acquire up to all of the Company's
            interest in the Partnership at the rate of 25% of such interest per
            year starting on December 31, 1997, with each option exercisable
            based upon a price equal to 95% of the fair market value of the
            Partnership as determined by an investment banking firm selected by
            the Company and Engelhard. Upon the occurrence of an event of
            default by the Company under the Partnership Agreement (including
            bankruptcy of the Company or violation of or failure by the Company
            to comply with any material term or condition of the Partnership
            Agreement which is not cured within a 45-day period), Engelhard's
            options can be accelerated. There can be no assurance whether
            Engelhard will or will not exercise any or all of its options to
            purchase the Company's interest in the Partnership or that the
            valuation assigned the Company's interest will be sufficient to
            generate an acceptable return to investors.

            The Company's proportionate share of losses of the Partnership are
            $6,294,832, $5,286,112 and $2,812,423 for the year ended December
            31, 1996, 1995 and 1994, respectively. The Partnership has incurred
            cumulative losses of approximately $28,800,000 since inception. The
            Company's share of the cumulative losses have resulted in
            recognition of losses in excess of the Company's investment in the
            Partnership of $2,091,977 and 2,797,165 for 1996 and 1995,which has
            been reflected as a liability in the balance sheet.

            Payables to the Partnership amounted to $17,035 at December 31,
            1996. Receivables from the Partnership were $160,973 and $124,095 at
            December 31, 1995 and 1994, respectively. Interest income earned
            from the Partnership amounted to approximately $164,000 in 1995. In
            1994, the Company received $250,000 in connection with the formation
            of the Partnership for reimbursement of certain expenses incurred in
            connection with the Joint Development Program efforts which preceded
            the formation of the Partnership. The Partnership provided
            approximately $95,000, $83,000 and $91,000 in various administrative
            office support services to the Company in 1996, 1995 and 1994,
            respectively. The general partners are guarantors of the
            Partnership's long term debt which amounts to approximately
            $8,700,000 as of December 31, 1996. Engelhard is guarantor of the
            Partnership's short-term loan which amounts to $2,750,000 as of
            December 31, 1996.


                                       33
<PAGE>   34
         In order to provide capacity and consolidate the Philadelphia office
         and manufacturing operations, the Partnership entered into a ten-year
         lease commitment which begins April 1997, for approximately 140,000
         square feet of office, manufacturing and assembly space. Annual lease
         obligation of the Partnership for the new facility for the first
         five-years are approximately $500,000 per year. The lease can be
         terminated after the fifth year. The general partners are guarantors of
         the Partnership's lease obligations.

(3)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

         Cash and Cash Equivalents

         The Company considers all highly liquid investments with an original
         maturity of three months or less to be cash equivalents for the purpose
         of determining cash flows. The carrying amount approximates the fair
         value due to the short-term maturity of these instruments.

         Property and Equipment

         Property and equipment are stated at cost. Costs of major additions and
         improvements are capitalized and replacements, maintenance and repairs,
         which do not improve or extend the life of the respective assets, are
         charged to operations as incurred.

         When an asset is sold, retired or otherwise disposed of, the cost of
         the property and equipment and the related accumulated depreciation are
         removed from the respective accounts, and any resulting gains or losses
         are reflected in operations.

         Depreciation is computed using the straight-line method over the
         estimated useful lives of three to seven years.

         Income Taxes

         The Company accounts for income taxes under the asset and liability
         method. Deferred tax assets and liabilities are recognized for the
         future tax consequences attributable to differences between the
         financial statement carrying amounts of existing assets and liabilities
         and their respective tax bases. Deferred tax assets and liabilities are
         measured using enacted tax rates expected to apply to taxable income in
         the years in which those temporary differences are expected to be
         recovered or settled.

         Net Loss Per Common Share

         The net loss per common share is based on the weighted average number
         of shares of Common Stock outstanding during each year. Stock options,
         warrants and convertible preferred stock have not been included, since
         they are antidilutive. Cumulative dividends on the Preferred Stock
         amounting to approximately $50,000, $301,000 and $228,000 for the
         periods ended December 31, 1996, 1995 and 1994 , respectively, have
         been added to the net loss for determining the net loss applicable to
         common stockholders in computing the net loss per common share for each
         respective period. The computations of fully diluted loss per share
         were antidilutive; therefore, the amounts reported herein for primary
         and fully diluted loss per share are the same.

         In February 1997, the Financial Accounting Standards Board issued
         Statement of Financial Accounting Standard No.128 ("SFAS 128") on
         earnings per share. The new pronouncement prescribes the method of
         computing basic and diluted earnings per share. While computing diluted
         earnings per share no effect would be given to conversions, exercises
         or contingent issuances of securities that would have an antidilutive
         effect on earnings per share. The new pronouncement is effective for
         the year ended December 31, 1997. The Company believes that the new
         pronouncement will not have a significant impact on its calculation of
         earnings per share as compared to its present method.


                                       34
<PAGE>   35
         Concentration of Credit Risk

         The Company invests its cash primarily in deposits or commercial paper
         with major banks or institutions. At times, deposits may be in excess
         of federally insured limits. The Company obtains commercial paper
         primarily with maturities of 30 days or less and with very high credit
         ratings. The Company does not anticipate nonperformance by any of the
         counterparties to the financial instruments.

         Use of Estimates

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities and disclosure of contingent assets and liabilities at the
         date of the financial statements and the reported amounts of revenues
         and expenses during the reporting period. Actual results could differ
         from those estimates.

         Reclassification

         Certain reclassifications have been made to the 1995 and 1994
         presentations to conform with the 1996 presentation.

(4)      SUPPLEMENTAL CASH FLOWS AND EQUITY DISCLOSURE:

         Cash paid during the year for interest was $67,985, $0 and $35,628, in
         1996, 1995 and 1994, respectively.

         Included in the Statement of Cash Flows for 1996 were net cash proceeds
         of approximately $16,700,000 from the issuance of 2,686,813 shares of
         Common Stock in connection with a secondary offering. In connection
         with the offering, all outstanding Preferred Stock was converted into
         3,609,696 shares of Common Stock or redeemed in cash for $981,270. In
         addition accrued dividends on the Preferred Stock amounting to
         approximately $1,044,000 were declared and paid in cash, except for
         $649,396 of such dividends associated with the Series H Preferred Stock
         were paid in the form of 162,349 shares of Common Stock in accordance
         with the original terms of such series. Also included were cash
         proceeds of $301,300 from the issuance of 131,000 shares of Common
         Stock upon exercise of stock options and warrants. Excluded from the
         Statement of Cash Flows in 1996 were the effects of certain non-cash
         financing transactions related to $12,500 of compensation expenses
         related to the grant of warrants to purchase 375,000 shares of Common
         Stock in connection with the private placement of 300,000 shares of
         Common Stock in March 1995.

         Included in the Statement of Cash Flows for 1995 were net cash proceeds
         of $2,980,092 from the issuance of 300,000 shares of Common Stock. Also
         included were cash proceeds of $2,781,353 from the issuance of
         1,151,833 shares of Common Stock upon exercise of stock options and
         warrants. Excluded from the Statement of Cash Flows in 1995 were the
         effects of certain non-cash financing transactions related to: the
         issuance of 925,000 shares of Common Stock to redeem 6,750 shares of
         Series F Preferred Stock; the issuance of 26,653 shares of Common Stock
         for $75,000 of investor relation services performed from 1993 through
         1995 and $37,500 of compensation expenses related to the grant of
         warrants to purchase 375,000 shares of Common Stock in connection with
         the private placement of 300,000 shares of Common Stock in March 1995.

         Included in the Statement of Cash Flows for 1994 were cash proceeds of
         $3,488,920 from the issuance of 1,100,000 shares of Common Stock. Also
         included were cash proceeds of $1,650,031 from the issuance of 919,354
         shares of Common Stock upon exercise of stock options and warrants.
         Excluded from the Statement of Cash Flows in 1994 were the effects of
         certain non-cash financing transactions related to the conversion of
         600 shares of Series G Convertible Preferred Stock into 300,000 shares
         of Common Stock. Also the Company transferred to the Partnership, upon
         formation, approximately $60,000 of net liabilities which consisted of
         approximately: $240,000 in receivables; $490,000 of


                                       35
<PAGE>   36
         inventory; $290,000 of property and equipment; $180,000 in other
         assets; $360,000 in accounts payable and accrued liabilities and
         $900,000 of notes payable to Engelhard.

(5)      INVENTORIES:

         Inventories comprised of cogeneration equipment and related parts that
         had been recorded at their net realizable value. At December 31, 1996
         and 1995 the Company had no inventory. At December 31, 1994 the
         Company's inventory balance of $16,960 was net of a reserve for
         obsolete inventory of approximately $430,000. Obsolete inventory of
         $439,000 was written off against the corresponding inventory reserve in
         1995. For the years ended 1995 and 1994, the Company made provisions of
         approximately $9,000 and $95,000 for inventory obsolescence.

(6)      PROPERTY AND EQUIPMENT:

         Property and equipment, net, comprise the following:

<TABLE>
<CAPTION>
                                                     December 31,
                                                ----------------------
                                                 1996           1995
                                                -------        -------
             <S>                                <C>            <C>
             Office and computer
                 equipment                      $ 3,815        $ 3,815
             Furniture and fixtures                 956            956
                                                -------        -------
                                                  4,771          4,771

             Less-Accumulated depreciation       (3,181)        (1,591)
                                                -------        -------
                                                $ 1,590        $ 3,180
                                                =======        =======
</TABLE>

         The Company retired $66,106 of equipment in the year ended December 31,
         1995 resulting in no gain or loss on retirement .

(7)      ACCRUED LIABILITIES:

         Accrued liabilities comprise of the following:

<TABLE>
<CAPTION>
                                        December 31,
                                -----------------------
                                   1996          1995
                                --------       --------
        <S>                     <C>            <C>
        Professional fees       $ 23,500       $ 23,000
        Offering Costs                 0        160,914
        Accrued interest               0         65,392
        Other                     24,727         37,785
                                --------       --------

                                $ 48,227       $287,091
                                ========       ========
</TABLE>

(8)      NOTES PAYABLE TO STOCKHOLDER:

         Notes payable to stockholder comprise the following:

<TABLE>
<CAPTION>
                                               December 31,
                                               ------------
                                            1996          1995
                                            ----        --------
         <S>                                <C>         <C>
         Notes payable to stockholder        $0         $150,000
                                             ==         ========
</TABLE>

         In connection with the secondary offering of 2,500,000 shares of Common
         Stock in February 1996 (note 9), the note payable to stockholder was
         repaid and the note was canceled.


                                       36
<PAGE>   37
         Interest expense on all stockholder loans were $2,594, $16,250 and
         $14,611 in 1996, 1995 and 1994, respectively.

(9)      STOCK TRANSACTIONS:

         In February 1996, the Company issued 2,500,000 shares in a secondary
         offering at $7 per share less underwriting discounts and commissions of
         $.49 per share. Proceeds of $16,275,000 were offset by costs of
         approximately $750,000 incurred in connection with the offering. In
         connection with the offering, all outstanding Preferred Stock was
         converted into 3,609,696 shares of Common Stock or redeemed in cash for
         $981,270. In addition, accrued dividends on the Preferred Stock
         amounting to approximately $1,044,000 were declared and paid in cash,
         except for $649,396 of dividends associated with the Series H Preferred
         Stock were paid in the form of 162,349 shares of Common Stock in
         accordance with the original terms of such series. As a result of such
         conversion and redemption of Preferred Stock, there are currently no
         shares of Preferred Stock outstanding. The Company plans to use the
         remaining net proceeds from the offering to fund primarily its half of
         the estimated future financing requirements of the Partnership and to
         fund the Company's working capital requirements. In April 1996, the
         underwriters of the secondary offering exercised their overallotment
         option and purchased 186,813 of Common Stock for proceeds of
         approximately $1.2 million after underwriting discounts and
         commissions. As of December 31, 1995, approximately $400,000 of
         offering costs were included in other assets which was offset against
         additional paid in capital in 1996 when the proceeds of the offering
         were received.

         The Company received proceeds of approximately $183,000 from the
         exercise of stock options to purchase approximately 106,000 shares of
         Common Stock granted under its option plans during 1996. The Company
         received proceeds of approximately $119,000 from the exercise of
         warrants to purchase approximately 25,000 shares of Common Stock during
         1996.

         In March 1995, pursuant to a private placement, the Company issued
         300,000 shares of Common Stock for gross proceeds of $3,300,000. At
         closing, cash of $1,100,000 was received along with a $2,200,000
         promissory note. Costs of the offering amounted to approximately
         $320,000. In August 1995, the promissory note was paid. In connection
         with the private placement, the Company issued warrants to purchase
         375,000 shares of Common Stock at $9 per share to the placement agent.

         The Company received proceeds of approximately $1,954,000 from the
         exercise of stock options to purchase approximately 912,000 shares of
         Common Stock granted under its option plans for 1995. The Company
         received proceeds of approximately $828,000 from the exercise of
         warrants to purchase approximately 240,000 shares of Common Stock for
         1995.

         In June, 1994, the Company sold 1,100,000 shares of common stock at a
         purchase price of $3.56 per share for aggregate cash proceeds of
         $3,916,000, and two directors each sold 150,000 shares, at a purchase
         price of $3.56 for aggregate cash proceeds to each of $534,000.
         Pursuant to an agreement between the Company and the two directors, the
         Company agreed to pay all commissions and expenses incurred in
         connection with the offering. Accordingly, the net proceeds to the
         Company, after payment of such commissions and expenses, were
         $3,488,920. In connection with the offering the Company granted to an
         individual, who subsequently became a director, for financial advisory
         services, warrants for the purchase of 215,000 shares of common stock.
         Those warrants have an exercise price of $3.25 - $4.75 per share and
         expire in 1999.

(10)     STOCK OPTIONS AND WARRANTS:

         The Company provides an incentive and a nonqualified stock option plan
         for directors, officers, and key employees of the Company and others.
         Under these plans, options may be granted for the purchase of up to
         6,850,000 shares of Common Stock. The number of options to be granted
         and the option prices are determined by the Stock Option Committee of
         the Board of Directors in accordance with the terms of the plans.
         Options expire 10 years after the date of grant. Under the terms of the
         Incentive Stock Option Plan, the option price cannot be less than 100%
         of the fair market value of the Common


                                       37
<PAGE>   38
         Stock on the date of the grant. Incentive stock options are
         exercisable based on a vesting schedule from the grant date. Under the
         Nonqualified Stock Option Plan, the option price as determined by the
         Stock Option Committee may be greater or less than the fair market
         value of the Common Stock as of the date of the grant, and the options
         are generally exercisable for three to five years subsequent to the
         grant date. The Company had reserved 1,750,000 and 5,100,000 shares of
         Common Stock reserved for the Company's Incentive Stock Option Plan and
         Nonqualified Stock Option Plan, respectively.

         The Company also authorized in 1994 the Equity Plan For Directors. The
         Equity Plan For Directors is a fixed stock option plan whereby vesting
         is dependent upon the performance of the market price of the Common
         Stock. Under the Equity Plan For Directors, options may be granted for
         the purchase of up to 500,000 shares of Common Stock to outside
         directors. Under the terms of the Equity Plan For Directors, the option
         price cannot be less than 100% of the fair market value of the Common
         Stock on the date of the grant.

         Information with respect to stock options is summarized as follows:

<TABLE>
<CAPTION>
                                                     Available for          Outstanding       Exercisable   Weighted Average
                                                     -------------          -----------       -----------   ----------------
                                                         Grant                Options           Options      Exercise Price
                                                         -----                -------           -------      --------------
             <S>                                     <C>                    <C>               <C>           <C>
             BALANCE AT JANUARY 1, 1994                 1,203,539            3,750,775                           $ 2.14

             Additional shares Authorized in 1994       1,500,000

             Granted                                   (1,295,000)           1,295,000                           $ 5.69
             Canceled                                     502,403             (502,403)                          $ 2.75
             Exercised                                          0             (753,300)                          $ 1.46
                                                        ---------            ---------

             BALANCE AT DECEMBER 31, 1994               1,910,942            3,811,019                           $ 3.39

             Exercisable at December 31, 1994                                                  1,219,784         $ 2.22
                                                                                               =========
             Granted                                      (21,940)              21,940                           $10.37
             Canceled                                           0                    0                           $    0
             Exercised                                          0             (909,333)                          $ 2.16
                                                        ---------            ---------

             BALANCE AT DECEMBER 31, 1995               1,889,002            2,923,625                           $ 3.83

             Exercisable at December 31, 1995                                                  1,242,885         $ 2.86
                                                                                               =========
             Granted                                     (356,000)             356,000                           $ 6.23
             Canceled                                     163,000             (163,000)                          $ 5.65
             Exercised                                          0             (106,300)                          $ 1.72
                                                        ---------            ---------

             BALANCE AT DECEMBER 31, 1996               1,696,002             3,010,325                          $ 4.09
                                                        =========             =========
             Exerciseable at December 31, 1996                                                 1,498,173         $ 3.08
                                                                                               =========
</TABLE>

            At December 31, 1997, the options groups outstanding based on ranges
of exercise prices is as follows:

<TABLE>
<CAPTION>
                               Options Outstanding                                             Options Exercisable
                               ----------------------------------------------------------      ----------------------------------
Range of Exercise              Number             Weighted                 Weighted-           Number              Weighted-
Price                          Outstanding        Average                  Average             Exercisable         Average
                                                  Remaining Life           Exercise Price                          Exercise Price
                                                  (Years)
                               ----------         --------------           --------------      -----------         --------------
<S>                            <C>                <C>                      <C>                 <C>                 <C>
$.01-$2.50                     988,258            5.22                     $1.99               714,658             $1.81
$2.60-$5.50                    1,147,127          6.04                     $4.21               612,127             $3.67
$5.60-$8.13                    753,000            7.99                     $5.87               147,000             $5.72
$8.25-$12.75                   121,940            8.57                     $8.99               24,388              $9.35
                               ---------          ----                     -----               ---------           -----
                               3,010,325          6.36                     $4.09               1,498,173           $3.08
</TABLE>


                                       38
<PAGE>   39
         The Company applies APB Opinion No. 25 and related Interpretations in
         accounting for its stock-based compensation plans. Accordingly, no
         compensation cost has been recognized for its fixed stock option plans.
         Had compensation cost for the Company's stock option plans been
         determined consistent with Statement of Financial Accounting Standards
         ("SFAS") No. 123, "Accounting for Stock-Based compensation", the
         Company's net loss and net loss per share would have been increased to
         the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                                                               1996               1995
                                                                               ----               ----
       <S>                                               <C>                <C>                <C>
       Net Loss:                                         As Reported        $7,154,609         $6,323,373
                                                         Pro Forma          $7,351,632         $6,349,094
       Net Loss Applicable to Common Stockholders:       As Reported        $7,204,264         $6,624,786
                                                         Pro Forma          $7,401,287         $6,650,507
       Net Loss per share:                               As Reported        $     0.35         $     0.47
                                                         Pro Forma          $     0.36         $     0.47
</TABLE>

         The fair value of each option for 1996 and 1995 is estimated on the
         date of grant using the Black-Scholes option-pricing model with the
         following weighted-average assumptions used for grants: dividend yield
         of 0% for all years; expected volatility of 69.7%; risk-free interest
         rates ranging from 5.4% to 7.2%; and expected lives of 6 years. The
         weighted average fair value of options on the date of grant during 1996
         and 1995 was $3.64 and $6.25, respectively.


         In connection with the settlement of a claim in 1994, Common Stock
         warrants to purchase 40,000 shares of Common Stock were issued. The
         Company had the following Common Stock warrants outstanding at December
         31, 1996, 1995, and 1994, respectively:

<TABLE>
<CAPTION>
                                               Warrants outstanding
                                               --------------------
                                            Number        Weighted Average
                                            ------        ----------------
                                                           Exercise Price
                                                           --------------
             <S>                            <C>           <C>
             December 31, 1996
             Consultants                     525,000            $9.44
             Officers and directors          915,000            $2.66
                                           ---------
                                           1,440,000            $5.13
                                           =========
             December 31, 1995
             Consultants                     550,000            $9.22
             Officers and directors          915,000            $2.66
                                           ---------
                                           1,465,000            $5.12
                                           =========
             December 31, 1994
             Consultants                     265,000            $3.57
             Officers and directors          965,000            $2.77
                                           ---------
                                           1,230,000            $2.94
                                           =========
</TABLE>

(11)     401(k) PROFIT SHARING PLAN:

         The Company sponsors for all employees a 401(k) Profit Sharing Plan
         ("the Plan") which was amended January 1, 1995. Under the Plan, an
         employee may elect to contribute on a pre-tax basis to a retirement
         account up to 15% of the employee's compensation up to the maximum
         annual contributions permitted by the Internal Revenue Code. The
         Company matches 50% of each participants contributions up to a maximum
         of 4% of the participant's compensation. Each employee is fully vested
         at all times with respect to his or her contributions. The Company's
         contribution and administration expense was approximately $6,000 for
         each of the years ended December 31, 1996 and 1995.


                                       39
<PAGE>   40
(12)     COMMITMENTS AND CONTINGENCIES

         Claims and Legal Actions:
         In February 1997, the Company and filed a complaint asserting a claim
         against Engelhard's acquisition of Telaire Systems, Inc. Aside from the
         preceding claim, the Company is not engaged in any material lawsuits.


(13)     INCOME TAXES:

         Deferred tax assets and liabilities are determined based on differences
         between financial reporting and tax bases of assets and liabilities and
         are measured using the enacted tax rates and laws that will be in
         effect when the differences are expected to reverse. A valuation
         allowance has been provided on the net deferred tax assets due to the
         uncertainty of realization.

         Temporary differences and carryforwards which give rise to deferred tax
         assets at December 31 are as follows:

<TABLE>
<CAPTION>
                                                   1996                1995
                                                   ----                ----
         <S>                                   <C>                 <C>
         Net operating loss carryforward       $ 12,798,000        $ 10,180,000
         Other                                       10,000              10,000
                                               ------------        ------------
                                               $ 12,808,000        $ 10,190,000
         Less valuation allowance               (12,808,000)        (10,190,000)
                                               ------------        ------------
         Total                                 $          0        $          0
                                               ============        ============
</TABLE>

         The Company has incurred losses since inception. At December 31, 1996
         the Company has federal net operating loss carryforwards of
         approximately $33 million, which begin to expire in 1999. The
         availability and use of losses against future taxable income, if any,
         may be limited by Internal Revenue Code Section 382 as a result of
         certain changes in ownership that have occurred.

(14)     OPERATING STATEMENT INFORMATION:

         Selected operating statement information for each of the three years in
         the period ended December 31, 1996 is as follows:

<TABLE>
<CAPTION>
                                                    December 31,
                                                    ------------
                                      1996              1995             1994
                                      ----              ----             ----
       <S>                            <C>               <C>             <C>
       Maintenance and repairs        $ 0               $ 0             $ 1,411
       Advertising                    $ 0               $ 0             $12,031
       Amortization:
          Patent and software         $ 0               $ 0             $ 1,650
</TABLE>

         For the year ended December 31, 1995, the Company's reserve for
         doubtful accounts was $0. During 1994, the provision for doubtful
         accounts was increased by approximately $18,000 which was included in
         the general and administrative expense in the accompanying Statement of
         Operations. In 1995 accounts receivable deemed uncollectible and
         charged to the reserve for doubtful accounts amounted to approximately
         $19,000. In connection with the formation of the Partnership in 1994,
         $32,000 of the reserve for doubtful accounts was transferred to the
         Partnership along with the related receivables.


                                       40
<PAGE>   41
                        REPORT OF INDEPENDENT ACCOUNTANTS




The Partners  of  Engelhard/ICC

We have audited the accompanying balance sheets of Engelhard/ICC (Partnership)
as of December 31, 1996 and 1995 and the related statements of operations,
changes in partners' capital and cash flows for the years ended December 31,
1996 and 1995 and the period February 7, 1994 (date of formation) to December
31, 1994. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Engelhard/ICC as of December
31, 1996 and 1995 and the results of its operations and its cash flows for the
years ended December 31, 1996 and 1995 and for the period February 7, 1994 (date
of formation) to December 31, 1994 in conformity with generally accepted
accounting principles.

The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in Note 1, the
Partnership incurred losses accumulating to $28,786,732 through December 31,
1996 and it is primarily dependent upon its partners for financial support.
These factors, among others, raise substantial doubt about the Partnership's
ability to continue as a going concern. Management's plans in regard to these
matters are described in Note 1. The accompanying financial statements do not
include any adjustments that might result from the outcome of this uncertainty.



COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
March 19, 1997


                                       41
<PAGE>   42
                                  ENGELHARD/ICC
                                  BALANCE SHEET

<TABLE>
<CAPTION>
                                                                          DECEMBER 31,      DECEMBER 31,
                                                                             1996              1995
                                                                          ------------      -----------
<S>                                                                       <C>               <C>
                                     ASSETS
CURRENT ASSETS:
     Cash and cash equivalents                                            $ 1,192,997       $   346,480
     Accounts receivable, net of allowance for doubtful accounts of
         $39,786 and $40,000 respectively                                   2,623,769         2,057,420
     Accounts receivable - ICC Technologies, Inc.                              17,035                 0
     Inventories                                                            4,570,952         3,385,125
     Prepaid expenses and other                                               278,762           158,939
                                                                          -----------       -----------
                   Total current assets                                     8,683,515         5,947,964

PROPERTY, PLANT AND EQUIPMENT, net                                          7,990,125         8,263,642
CASH HELD IN ESCROW                                                           307,476           865,744
PURCHASED INTANGIBLES, net                                                    991,883         1,117,631
OTHER ASSETS, net                                                             986,232           684,524
                                                                          -----------       -----------
                       Total assets                                       $18,959,231       $16,879,505
                                                                          ===========       ===========

                        LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
     Accounts Payable:
         Trade                                                            $ 1,404,366       $   800,289
         ICC Technologies, Inc.                                                     0           160,973
         Engelhard Corporation                                                298,084           204,536
     Accrued liabilities                                                      481,230           353,596
     Short-term loan                                                        2,750,000         2,750,000
     Current portion of long term debt                                         64,529            51,870
                                                                          -----------       -----------
                   Total current liabilities                                4,998,209         4,321,264
                                                                          -----------       -----------
LONG-TERM  DEBT                                                             8,642,330         8,649,885
                                                                          -----------       -----------
COMMITMENTS AND CONTINGENCIES
PARTNERS' CAPITAL                                                           5,318,692         3,908,356
                                                                          -----------       -----------
                       Total liabilities and partners' capital            $18,959,231       $16,879,505
                                                                          ===========       ===========
</TABLE>

    The accompanying notes are an integral part of the financial statements.


<PAGE>   43
                                  ENGELHARD/ICC
                             STATEMENT OF OPERATIONS
                for the year ended December 31, 1996 and 1995 and
    for the period February 7, 1994 (date of formation) to December 31, 1994





<TABLE>
<CAPTION>
                                           1996                1995               1994
                                       ------------        ------------        -----------
<S>                                    <C>                 <C>                 <C>
REVENUES                               $ 10,504,609        $  8,944,279        $ 1,620,386
COST OF GOODS SOLD                       12,835,429          10,283,995          1,591,821
                                       ------------        ------------        -----------
         Gross Profit                    (2,330,820)         (1,339,716)            28,565
                                       ------------        ------------        -----------
OPERATING EXPENSES:
     Marketing                            3,563,817           3,412,008          2,061,027
     Engineering                          1,053,809             936,415          1,233,282
     Research and Development             1,055,758           1,133,780            894,837
     General and administrative           4,148,490           3,040,722          1,539,140
                                       ------------        ------------        -----------
         Total operating costs            9,821,874           8,522,925          5,728,286
                                       ------------        ------------        -----------
            Loss from operations        (12,152,694)         (9,862,641)        (5,699,721)
INTEREST:
     Interest income                         94,766              50,679            138,718
     Interest expense                      (531,736)           (760,261)           (63,842)
                                       ------------        ------------        -----------
                                           (436,970)           (709,582)            74,876
                                       ------------        ------------        -----------

NET  LOSS                              $(12,589,664)       $(10,572,223)       $(5,624,845)
                                       ============        ============        ===========
</TABLE>

                     The accompanying notes are an integral
                       part of the financial statements.


                                      -43-


<PAGE>   44
                                 ENGELHARD/ICC
                   STATEMENT OF CHANGES IN PARTNERS' CAPITAL
                 for the years ended December 31, 1996 and 1995
    for the period February 7, 1994 (date of formation) to December 31, 1994

<TABLE>
<CAPTION>
                                                                                --------------
<S>                                                                             <C>
Capital contributed by Engelhard, cash                                          $    8,633,434

Net assets of ICC transferred, excluding $900,000 note payable to Engelhard
     contributed to partners' capital                                                  839,322

Equalization amount due ICC at formation                                              (389,322)

Residual funds from joint development program contributed to partners'
     capital                                                                            21,990

Net Loss of Partnership                                                             (5,624,845)
                                                                                 -------------

Partners' capital, December 31, 1994                                                 3,480,579

Conversion of general partners' loan to partners' capital                            5,000,000

Capital Contributions                                                                6,000,000

Net Loss of Partnership                                                            (10,572,223)
                                                                                 -------------

Partners' capital, December 31, 1995                                                 3,908,356

Capital Contributions                                                               14,000,000

Net Loss of Partnership                                                            (12,589,664)
                                                                                 -------------

Partners' capital, December 31, 1996                                             $   5,318,692
                                                                                 =============
</TABLE>


    The accompanying notes are an integral part of the financial statements.


                                      -44-


<PAGE>   45
                                  ENGELHARD/ICC
                             STATEMENT OF CASH FLOWS
                for the year ended December 31, 1996 and 1995 and
    for the period February 7, 1994 (date of formation) to December 31, 1994

<TABLE>
<CAPTION>
                                                                                           1996           1995           1994
                                                                                       ------------   ------------   ------------
<S>                                                                                    <C>            <C>            <C>
Cash Flows from Operating Activities:
     Net loss                                                                          $(12,589,664)  $(10,572,223)  $ (5,624,845)
     Adjustments to reconcile net loss to net cash used in operating activities:
         Depreciation                                                                     1,178,690        940,333        224,516
         Provision for doubtful accounts                                                     40,000         31,104              0
         Provisions for inventory obsolescence and valuation                                941,030        600,000              0
         Amortization                                                                       170,367        160,565         24,219
         Write-off of equipment                                                              23,471              0              0
         (Increase) decrease in:
            Receivables                                                                    (606,349)    (1,424,973)      (426,602)
            Inventories                                                                  (2,126,857)    (1,545,616)    (1,950,797)
            Prepaid expenses and other                                                     (119,823)       (83,103)       (49,346)
         Increase (decrease) in:
            Accounts payable                                                                604,077       (509,281)     1,049,231
            Payables to ICC Technologies, Inc.                                             (178,008)        36,878        (15,227)
            Payables to Engelhard Corporation                                                93,548        141,697         62,839
            Accrued expenses and other liabilities                                          127,634        119,368        134,649
                                                                                       ------------   ------------   ------------
                Net cash used in operating activities                                   (12,441,884)   (12,105,251)    (6,571,363)
                                                                                       ------------   ------------   ------------

Cash Flows from Investing Activities:
     Purchases of property, plant and equipment                                            (928,644)    (1,257,464)    (7,879,939)
     Purchases of intangibles                                                              (346,327)      (134,244)    (1,480,715)
     Cash held in escrow                                                                    558,268       (865,744)             0
                                                                                       ------------   ------------   ------------
                Net cash used in investing activities                                      (716,703)    (2,257,452)    (9,360,654)
                                                                                       ------------   ------------   ------------

Cash Flows from Financing Activities:
     Proceeds from long-term debt                                                            57,072         69,956        175,044
     Repayments of long-term debt                                                           (51,968)       (43,245)             0
     Proceeds from issuance of bonds                                                              0      8,500,000              0
     Bond issuance costs                                                                          0       (215,979)     8,633,434
     Capital contributions by general partners                                           14,000,000      6,000,000              0
     Proceeds from short-term debt                                                                0      2,750,000              0
     Proceeds from Joint Development Program (at formation)                                       0              0         21,990
     Equalization payment to ICC                                                                  0              0       (250,000)
     Proceeds from (repayment of) notes payable to general partners                               0     (3,000,000)     8,000,000
                                                                                       ------------   ------------   ------------
                Net cash provided by financing activities                                14,005,104     14,060,732     16,580,468
                                                                                       ------------   ------------   ------------

Net increase (decrease) in cash and cash equivalents                                        846,517       (301,971)       648,451

Cash and Cash Equivalents, Beginning of Period                                              346,480        648,451              0
                                                                                       ------------   ------------   ------------
Cash and Cash Equivalents, End of Period                                               $  1,192,997   $    346,480   $    648,451
                                                                                       ============   ============   ============
</TABLE>


    The accompanying notes are an integral part of the financial statements.


                                      -45-

<PAGE>   46
                                  ENGELHARD/ICC

                          NOTES TO FINANCIAL STATEMENTS

         (1)      BUSINESS:

         Business and Formation and Going Concern

         Engelhard/ICC (the "Partnership") is a Pennsylvania general
         partnership. The Partnership is engaged in the business of designing,
         manufacturing and marketing climate control systems to supplement or
         replace conventional air conditioning systems. The Partnership
         currently markets its systems to certain targeted applications within
         the commercial air conditioning market primarily in North America and
         Asia-Pacific. On February 7, 1994, ICC Technologies, Inc. ("ICC") and
         Engelhard Corporation ("Engelhard"), through their respective
         subsidiaries (the "general partners"), formed the Partnership. The
         desiccant air conditioning business conducted by ICC Technologies, Inc.
         prior to the formation of the Partnership is now being conducted by the
         Partnership.

         The general partners both have an equal 50% interest in the
         Partnership. In exchange for its 50% interest in the Partnership, ICC
         Technologies, Inc. transferred to the Partnership substantially all of
         its assets, with the exception of cash and certain other assets not
         related to the desiccant air conditioning business, subject to certain
         liabilities; Engelhard Corporation, in exchange for a 50% interest in
         the Partnership, (a) contributed to the Partnership approximately
         $8,600,000, (b) entered into a Supply Agreement pursuant to which it
         agreed to supply desiccants to the Partnership, (c) entered into a
         Technology License Agreement pursuant to which Engelhard Corporation
         and the Partnership licensed to each other certain technology rights,
         and (d) agreed to provide credit support to the Partnership in the
         amount of $3,000,000. Pursuant to their agreement to provide credit
         support, Engelhard has guaranteed the short-term loan of $2,750,000 at
         December 31, 1996.


         ICC Technologies, Inc. transferred to the Partnership, upon formation,
         approximately $60,000 of net liabilities which consisted of
         approximately: $240,000 in receivables; $490,000 of inventory; $290,000
         of property and equipment; $180,000 in other assets; $360,000 in
         accounts payable and accrued liabilities; and $900,000 notes payable to
         Engelhard Corporation. The amounts transferred were recorded at ICC
         Technologies' historical cost.

         Going Concern

         The accompanying financial statements have been prepared assuming the
         Partnership will continue as a going concern, which contemplates the
         realization of assets and the satisfaction of liabilities in the normal
         course of business. The Partnership has incurred cumulative losses from
         its formation to December 31, 1996 of $28,786,732 and has been
         primarily dependent on its partners for financial support. Until the
         Partnership generates sufficient cash flows from operations, it will be
         primarily dependent upon the partners to provide financial support.
         Revenues have been insufficient to cover costs of operations for the
         Partnership. The Partnership's continuation as a going concern is
         dependent on its ability to: (i) generate sufficient cash flows to meet
         its obligations on a timely basis, (ii) obtain additional financing as
         may be required, and (iii) ultimately attain profitable operations and
         positive cash flows from operations.

         The Partnership obtained third party financing through the issuance of
         industrial development bonds in 1995 (see note 7). During the year 1996
         and 1995 the Partnership received capital contributions of $14,000,000
         and $6,000,000, respectively, from its partners. The Partnership
         expects that its partners will continue to provide sufficient financial
         support until the operations of the Partnership generate sufficient
         cash flow and such support is no longer required; however, there can be
         no assurance that the Partnership will receive sufficient financial
         support, generate sufficient cash flow or obtain sufficient funds from
         other sources.


                                       46
<PAGE>   47
(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

         Basis of Presentation

         The financial statements include the accounts of the Partnership for
         the years ended December 31, 1996 and 1995 and the period from February
         7, 1994 (date of formation) to December 31, 1994 (the "period ended
         December 31, 1994").

         Cash and Cash Equivalents

         The Company considers all highly liquid investments with an original
         maturity of three months or less to be cash equivalents for the purpose
         of determining cash flows. The carrying amount approximates fair value
         due to the short-term maturity of these instruments.

         Inventories

         Inventories are valued at the lower of cost (first-in, first-out) or
         market.

         Property, Plant and Equipment

         Property, plant and equipment are stated at cost. Assets under capital
         lease are recorded at the present value of the future lease payments.
         Costs of major additions and improvements are capitalized and
         replacements, maintenance and repairs, which do not improve or extend
         the life of the respective assets, are charged to operations as
         incurred.

         When an asset is sold, retired or otherwise disposed of, the cost of
         the property and equipment and the related accumulated depreciation are
         removed from the respective accounts, and any resulting gains or losses
         are reflected in operations.

         Depreciation is computed using the straight-line method over the
         estimated useful lives of the assets. Leased assets under capital
         leases are amortized over the period of the lease or the service lives
         of the improvements, whichever is shorter, using the straight-line
         method.

         Purchased Intangible Assets

         Purchased intangible assets, consisting primarily of a license
         agreement acquired in connection with the acquisition of certain assets
         (See note 6), are amortized over ten years using the straight-line
         method.

         Patents

         Patents are amortized over their estimated useful lives not exceeding
         seventeen years using the straight-line method.

         Bond Issuance Costs

         Bond issuance costs are deferred and amortized over the life of the
         bonds using the straight-line method. Amortization of bond issuance
         costs is included in interest expense.

         Income Taxes

         Partnership income, if any, is taxable to the general partners.
         Accordingly, no provision for income taxes has been made by the
         Partnership.


                                       47
<PAGE>   48
            Revenue Recognition

            Revenues are recognized when equipment is shipped for equipment
            sales contracts, and when equipment is installed and operating for
            installation contracts. Maintenance service revenue is recognized
            when services provided are complete. Processing fees for fabricating
            raw materials into substrate are recognized in revenue in the period
            the substrate material is shipped.


            Research and Development Costs

            Research and development costs are expensed as incurred. Research
            and development costs amounted to approximately $953,000, $1,134,000
            and $895,000 for the year ended December 31, 1996 and 1995 and the
            period ended December 31, 1994, respectively.

            Warranty

            The Partnership's warranty on its equipment is for eighteen months
            from date of shipment or one year from date of original
            installation, except for desiccant or thermal rotors which are
            warranted for five years from the date of shipment. The Partnership
            records a reserve for the estimated cost of repairing or replacing
            any faulty equipment covered under the Partnership's warranty.

            Concentration of Credit Risk

            The Partnership invests its cash primarily in deposits with major
            banks at times, these deposits may be in excess of federally insured
            limits. The Partnership has sold its equipment and services to
            end-users in retail industry, primarily in the continental United
            States and Asia-Pacific rim. Concentration of credit risk with
            respect to trade receivables is moderate due to the relatively
            diverse customer base. At December 31, 1996, the Partnership had
            trade receivables of approximately $549,000 from one customer.
            During 1996, revenues from this customer amounted to approximately
            $4.3 million, which represents approximately 41% of the Partnership
            revenues. Trade receivables from this customer were current at
            December 31, 1996. Ongoing credit evaluations of customers'
            financial condition are performed and generally no collateral is
            required. The Partnership maintains reserves for potential credit
            losses and such losses, in the aggregate, have not exceeded
            management's expectations. The partnership does not anticipate non
            performance by any of the counterparties that have been granted
            credit or hold instruments.

            Use of Estimates

            The preparation of financial statements in conformity with generally
            accepted accounting principles requires management to make estimates
            and assumptions that affect the reported amounts of assets and
            liabilities and disclosure of contingent assets and liabilities at
            the date of the financial statements and the reported amounts of
            revenues and expenses during the reporting period. Actual results
            could differ from those estimates.

            Long-lived Assets

            The Financial Accounting Standards Board issued SFAS No. 121,
            "Accounting for the Impairment of Long-Lived Assets and for
            Long-Lived Assets to Be Disposed Of," effective for fiscal years
            beginning after December 15, 1995. The Statement requires long-lived
            assets and certain identifiable intangibles be reviewed for
            impairment whenever events or changes in circumstances indicate that
            the carrying amount of the asset may not be recoverable. The
            Partnership adopted SFAS No. 121 effective January 1, 1996, and is
            not aware of any events or circumstances which indicate the
            existence of an impairment which would be material to the
            Partnership's financial statements.


                                       48
<PAGE>   49
 (3)        INVENTORIES:

            Inventories comprise the following:

<TABLE>
<CAPTION>
                                                         December 31, 1996        December 31, 1995
                                                         -----------------        -----------------
             <S>                                         <C>                      <C>
             Raw materials and purchased parts              $ 2,013,913               $1,115,561
             Work-in-process                                  1,547,641                1,212,087
             Finished goods                                   1,591,228                1,147,477
                                                            -----------               ----------
                                                              5,152,782                3,475,125
             Less: Allowance for inventory obsolescence        (581,830)                 (90,000)
                                                            ===========               ==========
                                                            $ 4,570,952               $3,385,125
                                                            ===========               ==========
</TABLE>

           Inventory is net of an allowance for inventory obsolescence of
           $581,830, and $90,000 as of December 31, 1996 and 1995,
           respectively. The Partnership recorded a provision of $941,000 and
           $600,000 for inventory obsolescence and valuation in which has been
           reflected in general and administrative expenses in the statement of
           operations for 1996 and 1995, respectively. In 1996 and 1995 the
           Partnership wrote-off approximately $449,000 and $558,000,
           respectively, of obsolete inventory against the allowance for
           inventory obsolescence.

            Raw materials purchased from Engelhard amounted to approximately
            $272,000, $86,000 and $169,000 for the years ended December 31, 1996
            and 1995 and for the period ended December 31, 1994, respectively.

            The Partnership designs, manufactures and markets desiccant based
            climate control systems which have not yet achieved consistent sales
            levels and consistent product mix. The Partnership's products are
            also subject to change due to technological improvements.
            Consequently, the Partnership may from time to time have inventory
            levels in excess of its short-term needs. Items in inventory may
            become obsolete due to changes in technology or product design.
            Management has developed a program to monitor inventory levels;
            however, it is possible that a material loss could ultimately result
            in the disposal of excess inventory or due to obsolescence.


(4)         PROPERTY, PLANT AND EQUIPMENT:

            Property, Plant and equipment, net, consist of the following:

<TABLE>
<CAPTION>
                                                   December 31,         December 31,
                                                       1996                1995
                                                   ------------         -----------
             <S>                                   <C>                  <C>
             Land                                  $    390,000         $   390,000
             Building                                 1,779,721           1,622,569
             Machinery and equipment                  7,607,702           7,455,831
             Furniture, fixtures and
               leasehold improvements                   794,912             305,169
                                                   ------------         -----------
                                                     10,572,335           9,773,569
             Less- accumulated depreciation          (2,582,210)         (1,509,927)
                                                   ============         ===========
                                                   $  7,990,125         $ 8,263,642
                                                   ============         ===========
</TABLE>

            The Partnership incurred $ 651,774 of construction and installation
            costs in progress associated with equipment which had not been
            placed in service as of December 31, 1995. Machinery and equipment
            purchased through or from Engelhard amounted to approximately
            $36,000 in 1995.


                                       49
<PAGE>   50
(5)      OTHER ASSETS:

         Other assets consist of the following:

<TABLE>
<CAPTION>
                                          December 31, 1996        December 31, 1995
                                          -----------------        -----------------
             <S>                          <C>                      <C>
             Patents and Trademarks          $   877,623               $ 531,297
             Bond Issue Costs                    219,483                 215,979
             Deposits                             33,854                  32,628
             Other                                 2,000                   1,200
                                             -----------               ---------
                                               1,132,960                 781,104
             Accumulated amortization           (146,728)                (96,580)
                                                                       ---------
                                             $   986,232               $ 684,524
                                             ===========               =========
</TABLE>

(6)      ASSET ACQUISITION:

         On December 1, 1994, the Partnership acquired for approximately $8.2
         million in cash, real property and substantially all other
         manufacturing assets of an existing manufacturing facility located in
         Miami, Florida from Ciba-Geigy Corporation ("Ciba"), which currently
         produces the small cell, honeycomb structures that are the base
         material of the desiccant and thermal rotors that are an integral part
         of the Partnership's products. The former Ciba plant produced primarily
         large cell substrate which the Partnership is prohibited to produce or
         sell other than to Ciba. The Partnership also acquired, as part of the
         transaction, an exclusive technology license to use Ciba's proprietary
         process which is necessary to manufacture such small cell, honeycomb
         structures. Assets acquired consisted of approximately: $6.9 million of
         Plant, Property and Equipment and $1.3 million of intangibles.

         To finance the acquisition, the general partners each lent to the
         Partnership $4,000,000 ("General Partners' Loan") bearing interest
         payable monthly at the Prime Rate plus 1%. In April 1995, the
         Partnership obtained financing from the issuance of $8,500,000 of
         industrial development revenue bonds (see note 7). In 1995, the
         proceeds of these bonds were used to repay $3,000,000 of the General
         Partners' Loan, $1,500,000 to each general partner, and provide for
         improvements and capital equipment at the Miami facility.


(7)      LONG-TERM DEBT:

         Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                                                           December 31, 1996     December 31, 1995
                                                                                           -----------------     -----------------
             <S>                                                                           <C>                   <C>
             Industrial development revenue bonds; interest determined weekly
                 and payable weekly; bonds mature on April 2020, but are subject
                 to redemption at the option of the
                 Partnership from April  2000                                                $  8,500,000          $ 8,500,000
             Notes payable
                 due April 2000; interest at 2% per annum; interest payable
                 monthly; interest and principal payable in equal monthly
                 installments over 60-month period
                 commencing April 1995                                                            138,649              180,642
             Other                                                                                 68,210               21,113
                                                                                             ------------          -----------
                                                                                                8,706,859            8,701,755
             Less- Current portion                                                                (64,529)             (51,870)
                                                                                             ------------          ------------
                                                                                             $  8,642,330          $  8,649,885
                                                                                             ============          ============
</TABLE>


                                       50
<PAGE>   51
         In connection with the issuance of the industrial revenue bonds (see
         note 6), cash of $307,476 is held in escrow pending the Partnership's
         incurrence of certain qualified expenditures.

         Maturities of long-term debt are as follows:

<TABLE>
<CAPTION>
                              <S>             <C>
                              1997            $    64,529
                              1998                 55,983
                              1999                 56,001
                              2000                 18,932
                              2001                 11,414
                              thereafter        8,500,000
                                              ------------
                                              $ 8,706,859
                                              ============
</TABLE>

         The general partners are guarantors on the long-term debt.
         Substantially all of the assets are placed as collateral under the
         various debt agreements. In addition, Engelhard is the guarantor on the
         short-term loan which amounts to $2,750,000 as of December 31, 1996.
         The short-term loan is payable on demand with the interest rate
         adjusted on a weekly basis. The interest rate at December 31, 1996 was
         5.875%. The fair value of the Partnership's debt was determined by
         reference to quotations available in markets where similar issues are
         traded. The interest on the long-term debt is adjusted weekly to
         current market rates. The estimated fair values of long-term debt at
         December 31, 1996 approximates the carrying amount.


(8)      REVENUES:

         Revenues comprise of the following:

<TABLE>
<CAPTION>
                                            1996              1995              1994
                                        -----------        ----------        ----------
         <S>                            <C>                <C>               <C>
         Equipment sales                $ 6,097,736        $2,558,250        $1,529,811
         Substrate processing             4,302,233         5,801,666            35,345
         Licensing fees                          --           500,000                --
         Maintenance and service            104,640            84,363            55,230
                                        -----------        ----------        ----------
                                        $10,504,609        $8,944,279        $1,620,386
                                        ===========        ==========        ==========
</TABLE>

         The Partnership fabricates large cell honeycomb substrate materials at
         its Miami facility under a Manufacturing and Supply Agreement with
         Ciba-Geigy Corporation ("Ciba"'). All rights and obligations under this
         agreement were assigned to Hexcel Corporation by Ciba. Hexcel provides
         the raw materials to be fabricated into large cell honeycomb substrate
         and retains title to the raw materials, work-in-process and finished
         goods. The Partnership receives processing fees for fabricating the raw
         materials into large cell honeycomb substrate. Processing fees are
         recognized in revenues in the period the fabricated substrate material
         is shipped. The Manufacturing and Supply Agreement is for a period of
         five years. The Partnership is in the third year of performing services
         under such Agreement. Export sales of equipment were approximately
         $1,457,000 , $643,000 and $238,000 in 1996, 1995 and 1994,
         respectively.

(9)      PARTNERS' CAPITAL:

         During 1996, $7,000,000 was contributed by each of the general
         partners. In January and March 1997, additional capital contributions
         of $1,000,000 were contributed by each of the general partners.

         During 1995, $3,000,000 was contributed by each of the general
         partners. In conjunction with the General Partners' Loan of $8,000,000
         and issuance of $8,500,000 of industrial development revenue bonds (see
         note 6), $3,000,000 was repaid to each general partner and the
         remaining $5,000,000


                                       51
<PAGE>   52
            outstanding balance on the loan was converted into a capital
            contribution, $2,500,000 for each general partner in 1995.

(10)        RELATED PARTY TRANSACTIONS:

                 The Partnership provided approximately $95,000,$83,000 and
            $91,000 in various administrative office support services to ICC
            during the year ended December 31, 1996, 1995 and the period ended
            December 31, 1994, respectively. Engelhard provided approximately
            $504,000, $351,000 and $ 297,000 in various administrative office
            support services to the Partnership during the year ended December
            31, 1995 and the period ended December 31, 1994, respectively.
            Engelhard provided approximately $17,000, $162,000 and $ 320,000 in
            research and development to the Partnership during the year ended
            December 31, 1996 and 1995 and the period ended December 31, 1994,
            respectively. ICC provided approximately $47,000 and $72,000 in
            various administrative office support services to the Partnership
            during the year ended December 31, 1996 and 1995, respectively. The
            Partnership incurred approximately $328,000 and $ 63,000 during the
            year ended December 31, 1995 and the period ended December 31, 1994,
            respectively, of interest expense to the general partners in
            connection with the $8,000,000 General Partners' Loan (see note 6).
            In accordance with the Transfer Agreement entered into by the
            general partners, a distribution of approximately $140,000 was paid
            to ICC in 1995.


(10)        SUPPLEMENTAL CASH FLOW DISCLOSURES:

            Excluded from the Statement of Cash Flows for the year ended
            December 31, 1996 was the write-off of $449,200 of inventory and
            $40,214 of bad debts.

            Excluded from the Statement of Cash Flows for the year ended
            December 31, 1995 was the conversion of $5,000,000 of General
            Partners' Loans to Partners' Capital and the write-off of $14,283 of
            bad debts.

            Excluded from the Statement of Cash Flows for the period ended
            December 31, 1994, were the effects of assets and liabilities
            transferred to the Partnership from ICC which consisted of
            approximately $240,000 in receivables; $490,000 of inventory;
            $290,000 of property and equipment; $180,000 in other assets;
            $360,000 in accounts payable and accrued liabilities; and $900,000
            notes payable to Engelhard.

            Cash paid for interest amounted to approximately $516,394 and
            $823,000 for the years ended December 31, 1996 and 1995,
            respectively.


(11)        401(k) PROFIT SHARING PLAN:

            Effective January 1, 1995, the Partnership provides for all
            employees a 401(k) Profit Sharing Plan ("the Plan"). Under the Plan,
            an employee may elect to contribute on a pre-tax basis to a
            retirement account up to 15% of the employee's compensation up to
            the maximum annual contributions permitted by the Internal Revenue
            Code. The Partnership matches 50% of each participants contributions
            up to a maximum of 4% of the participant's compensation. Each
            employee is fully vested at all times with respect to his or her
            contributions. The Partnership's contribution and administration
            expense was approximately $95,000 and $80,000 for the years ended
            December 31, 1996 and 1995, respectively.


                                       52


<PAGE>   53
(11)     COMMITMENTS AND CONTINGENCIES:

         Lease Commitments

         The Partnership has operating lease commitments for its facilities,
         vehicles and certain equipment. In certain instances, these leases
         contain purchase and renewal options, both of which are at fair market
         value. The Partnership's offices are leased on a month-to-month basis.

         The future minimum lease payments for these leases at December 31, 1996
         are as follows:

<TABLE>
<CAPTION>
                      <S>               <C>
                      1997              $ 357,240
                      1998                526,440
                      1999                523,843
                      2000                521,321
                      2001                513,918
</TABLE>

         Rent expense under these operating leases was $469,580, $224,634 and
         $188,158 for the years ended December 31, 1996, 1995 and 1994,
         respectively.

         In order to provide capacity and consolidate the Philadelphia office
         and manufacturing operations, the Partnership entered into a ten-year
         lease commitment which begins April 1997, for approximately 140,000
         square feet of office, manufacturing and assembly space. The lease
         can be terminated after the fifth year. The Partnership is responsible
         for paying its allocable portion of all real estate taxes, water and
         sewer rates, and common expenses. The obligations under the lease
         agreement are guaranteed by the general partners.


                                       53
<PAGE>   54
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

(Registrant):   ICC Technologies, Inc.
                -------------------------------------

By:             Irwin L. Gross
                -------------------------------------
                 (Signature)

Name and Title: Irwin L. Gross, Chairman of the Board
                -------------------------------------

Date:           March 26, 1997
                -------------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

SIGNATURE                     CAPACITY                      DATE
---------                     --------                      ----


/s/Irwin L. Gross             Chairman of the Board         March 26, 1997
---------------------------   and President (Principal
Irwin L. Gross                Executive Officer)


/s/William A. Wilson          Vice Chairman of the Board    March 26, 1997
---------------------------   and Director
William A. Wilson

/s/Manfred Hanuschek          Chief Financial Officer       March 26, 1997
---------------------------
Manfred Hanuschek

/s/Albert Resnick             Director and  Secretary       March 26, 1997
---------------------------
Albert Resnick

/s/Andrew L. Shapiro          Director                      March 26, 1997
---------------------------
Andrew L. Shapiro

/s/Stephen Schachman          Director                      March 26, 1997
---------------------------
Stephen Schachman

/s/Mark Hauser                Director                      March 26, 1997
---------------------------
Mark Hauser

/s/Charles Condy              Director                      March 26, 1997
---------------------------
Charles Condy

/s/Robert Aders               Director                      March 26, 1997
---------------------------
Robert Aders



                                       54