ENGELHARD HEXCORE, L.P.



                          LIMITED PARTNERSHIP AGREEMENT



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                                TABLE OF CONTENTS

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ARTICLE I - INTERPRETIVE PROVISIONS........................................   1

   SECTION 1.1  Certain Definitions........................................   1
   SECTION 1.2  Rules of Construction......................................   8

ARTICLE II - CONTINUATION..................................................   9

   SECTION 2.1  Continuation...............................................   9
   SECTION 2.2  Name.......................................................   9
   SECTION 2.3  Place of Business; Registered Agent........................   9

ARTICLE III -  BUSINESS PURPOSE............................................  10

   SECTION 3.1  Business...................................................  10
   SECTION 3.2  Authorized Activities......................................  10

ARTICLE IV -  CAPITAL CONTRIBUTIONS........................................  10

   SECTION 4.1  Capital Contributions......................................  10
   SECTION 4.2  Additional Partnership Interests...........................  11
   SECTION 4.3  No Third Party Beneficiaries...............................  11
   SECTION 4.4  Capital Accounts...........................................  11
   SECTION 4.5  Return of Capital Account; Interest........................  13
   SECTION 4.6  Preemptive Rights..........................................  13

ARTICLE V -  ALLOCATIONS AND DISTRIBUTIONS.................................  13

   SECTION 5.1  Limited Liability..........................................  13
   SECTION 5.2  Profits, Losses and Distributive Shares....................  14
   SECTION 5.3  Distributions..............................................  19
   SECTION 5.4  Distributions upon Liquidation.............................  19

ARTICLE VI -  PARTNERSHIP MANAGEMENT.......................................  19

   SECTION 6.1  Management and Control of Partnership Business.............  19
   SECTION 6.2  No Management by Limited Partners; Limitation of Liability.  20
   SECTION 6.3  Limitations on Partners....................................  20
   SECTION 6.4  Compensation; Reimbursement of Expenses....................  21
   SECTION 6.5  Liability for Acts and Omissions...........................  21
   SECTION 6.6  Indemnification............................................  22

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ARTICLE VII - ADMINISTRATIVE, FINANCIAL AND TAX MATTERS....................  22

   SECTION 7.1  Books and Records..........................................  22
   SECTION 7.2  Annual Audit and Accounting................................  22
   SECTION 7.3  Partnership Funds..........................................  22
   SECTION 7.4  Reports and Notices........................................  23
   SECTION 7.5  Tax Matters................................................  23

ARTICLE VIII - TRANSFER OF PARTNERSHIP INTERESTS; ADMISSIONS OF PARTNERS...  24

   SECTION 8.1  Transfer by General Partner................................  24
   SECTION 8.2  Obligations of a Prior General Partner.....................  24
   SECTION 8.3  Successor General Partner..................................  24
   SECTION 8.4  Restrictions on Transfer and Withdrawal by Limited
                  Partner..................................................  25
   SECTION 8.5  Substituted Limited Partner................................  26
   SECTION 8.6  Timing and Effect of Transfers.............................  26
   SECTION 8.7  Additional Limited Partners................................  26
   SECTION 8.8  Amendment of Agreement and Certificate.....................  27
   SECTION 8.9  Tax Allocation Adjustments; Distributions After Transfer...  27

ARTICLE IX -  PARTNERS' PURCHASE OPTIONS...................................  27

   SECTION 9.1  E Partner's Purchase Option................................  27
   SECTION 9.2  I Partner's Right of Offer.................................  28

ARTICLE X -  DISSOLUTION AND LIQUIDATION...................................  28

   SECTION 10.1  Term and Dissolution......................................  28
   SECTION 10.2  Winding-Up................................................  29
   SECTION 10.2  Liquidation of Partnership Assets.........................  29
   SECTION 10.3  Effect of Treasury Regulations............................  31
   SECTION 10.4  Time for Winding-Up.......................................  31

ARTICLE XI -  AMENDMENTS AND MEETINGS......................................  31

   SECTION 11.1  Amendment Procedure.......................................  31
   SECTION 11.2  Meetings and Voting.......................................  32

ARTICLE XII -  MISCELLANEOUS PROVISIONS....................................  33

   SECTION 12.1  Title to Property.........................................  33
   SECTION 12.2  Other Activities of Limited Partners......................  33
   SECTION 12.3  Power of Attorney.........................................  33
   SECTION 12.4  Notices...................................................  34

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   SECTION 12.5  Further Assurances........................................  34
   SECTION 12.6  Titles and Captions.......................................  35
   SECTION 12.7  Applicable Law............................................  35
   SECTION 12.8  Binding Agreement.........................................  35
   SECTION 12.9  Waiver of Partition.......................................  35
   SECTION 12.10  Counterparts and Effectiveness...........................  35
   SECTION 12.11  Survival of Representations..............................  35
   SECTION 12.12  Entire Agreement.........................................  35
   SECTION 12.13  Property Rights..........................................  35


Exhibit 1 - Schedule of Partners

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                                   WHEEL, L.P.

                          LIMITED PARTNERSHIP AGREEMENT


     The undersigned, being the sole general partner and the initial Limited
Partners of Wheel, L.P. (the "Partnership"), a limited partnership formed under
the Delaware Revised Uniform Limited Partnership Act, do hereby enter into this
Partnership Agreement this ____ day of February, 1998.

                                R E C I T A L S:


     A. The Partnership was formed pursuant to a Certificate of Limited
Partnership and a Certificate of Conversion to Limited Partnership, each filed
on February ____, 1998 with the Secretary of State of the State of Delaware
under the name "Engelhard HexCore, L.P.".

     B. The General Partner and the initial Limited Partners desire to set forth
the understandings and agreements, including certain rights and obligations,
among the Partners (as hereinafter defined) with respect to the Partnership.


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                       ARTICLE I - INTERPRETIVE PROVISIONS

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     SECTION 1.1 Certain Definitions. The following terms have the definitions
hereinafter indicated whenever used in this Agreement with initial capital
letters:

     Act: The Delaware Revised Uniform Limited  Partnership  Act,  Delaware Code
Annotated, Title 6, Chapter 17, as amended from time to time.

     Additional  Limited  Partner:  A Person  admitted to the  Partnership  as a
Limited  Partner in accordance  with Section 8.7 hereof and who is shown as such
on the books and records of the Partnership.

     Adjusted  Capital  Account:  With  respect to any Partner,  such  Partner's
Capital Account  maintained in accordance with Section 4.4 hereof, as of the end
of the  relevant  Fiscal Year of the  Partnership,  after  giving  effect to the
following adjustment:

     Debit to such Capital Account the items  described in Treasury  Regulations
Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

     The  foregoing  definition  of  "Adjusted  Capital  Account" is intended to
comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii) and
shall be interpreted consistently therewith.


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     Adjusted Capital Account Deficit: With respect to any Partner, the deficit
balance, if any, in that Partner's Adjusted Capital Account as of the end of the
relevant Fiscal Year of the Partnership.

     Affiliate: With respect to any referenced Person, (i) a member of such
Person's immediate family; (ii) any Person who directly or indirectly owns,
controls or holds the power to vote ten percent (10%) or more of the outstanding
voting securities of the Person in question; (iii) any Person ten percent (10%)
or more of whose outstanding securities are directly or indirectly owned,
controlled, or held with power to vote by the Person in question; (iv) any
Person directly or indirectly controlling, controlled by, or under direct or
indirect common control with the Person in question; (v) if the Person in
question is a corporation, any executive officer or director of such Person or
of any corporation directly or indirectly controlling such Person; and (vi) if
the Person in question is a partnership, any general partner of the partnership
or any limited partner owning or controlling ten percent (10%) or more of either
the capital or profits interest in such partnership. As used herein, "control"
shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of a Person, whether through
the ownership of voting securities, by contract, or otherwise.

     Agreed Value: In the case of any (i) Contributed Property acquired pursuant
to the Contribution Agreement, the value (exclusive of any related indebtedness
assumed by the Partnership or to which such Contributed Property is taken
subject) of such Contributed Property as set forth in or determined pursuant to
the Contribution Agreement or, if no such value is set forth or determined for
such Contributed Property, the portion of the consideration provided for under
the Contribution Agreement allocable to such Contributed Property (exclusive of
any related indebtedness assumed by the Partnership or to which such Contributed
Property is taken subject), as determined by the General Partner in its
reasonable discretion, (ii) Contributed Property acquired other than pursuant to
the Contribution Agreement, the fair market value of such property at the time
of contribution, as determined by the General Partner using such method of
valuation as it may adopt in its reasonable discretion and (iii) property
distributed to a Partner by the Partnership, the Partnership's Book Value of
such property at the time such property is distributed, reduced by any
indebtedness either assumed by such Partner upon such distribution or to which
such property is subject at the time of distribution as determined under Code
Section 752 and the Treasury Regulations thereunder.

     Agreement: This Limited  Partnership  Agreement and all Exhibits  attached
hereto, as the same may be amended or restated and in effect from time to time.

     Arm's-length basis: As to any transaction agreement, or other arrangement,
being on terms that would be reached by unrelated parties not under any
compulsion to contract.

     Assignee: Any Person to whom one or more Partnership Units have been
Transferred as permitted under this Agreement but who has not become a
Substituted Limited Partner in accordance with the provisions hereof.

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     Bankruptcy: The "Bankruptcy" of a Partner shall be deemed to have occurred
upon the happening of any of the following:

          (a) The valid appointment of a receiver or trustee or other
     representative to administer all or a substantial portion of a Partner's
     assets or a Partner's Interest in the Partnership;

          (b) The filing by a Partner of voluntary petition for relief under the
     Bankruptcy Code or any similar statute of any jurisdiction or of a pleading
     in any court or  tribunal  admitting  in writing its  inability  to pay its
     debts as they become due;

          (c) The making by a Partner of a general assignment for the benefit of
     creditors;

          (d) The filing by a Partner of an answer admitting the material
     allegations of, or its consenting to or defaulting in answering, a petition
     for relief filed against it in any proceeding under the Bankruptcy Code or
     any similar statute of any jurisdiction (including any foreign
     jurisdiction); or

          (e) The  entry  of an  order,  judgment  or  decree  by any  court  of
     competent  jurisdiction,  granting relief against a Partner in a proceeding
     under the Bankruptcy Code or any similar statute of any  jurisdiction,  and
     such order,  judgment  or decree  continuing  unstayed  and in effect for a
     period of thirty (30) days after such entry.

     Book-Tax Disparity: With respect to any item of Contributed Property, or
property the Book Value of which has been adjusted in accordance with Section
4.4(D), as of the date of determination, the difference between the Book Value
of such property and the adjusted basis of such property for federal income tax
purposes.

     Book Value: With respect to any Contributed Property, the Agreed Value of
such property reduced (but not below zero) by all depreciation with respect to
such property properly charged to the Partners' Capital Accounts and with
respect to any other asset, the asset's adjusted basis for federal income tax
purposes; provided, however, (a) the Book Value of all Partnership Assets shall
be adjusted in the event of a revaluation of Partnership Assets in accordance
with Section 4.4(D) hereof, (b) such Book Value shall be adjusted by the
depreciation taken into account with respect to such asset for purposes of
computing Profits and Losses and (c) the Book Value of any Partnership Asset
distributed to any Partner shall be the fair market value of such asset on the
date of distribution as determined by the General Partner.

     Capital Account: The account maintained by the Partnership for each Partner
described in Section 4.4 hereof.

     Capital Contribution: The total amount of cash or cash equivalents and the
Agreed Value of Contributed Property which a Partner contributes or is deemed to
contribute to the Partnership pursuant to the terms of this Agreement.

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     Certificate: The Partnership's Certificate of Limited Partnership filed in
the office of the Secretary of State of the State of Delaware, as amended from
time to time.

     Code: The Internal Revenue Code of 1986, as amended from time to time.

     Consent: Either the written consent of a Person or the affirmative vote of
such Person at a meeting duly called and held pursuant to this Agreement, as the
case may be, to do the act or thing for which the consent or vote is required or
solicited, or the act of granting such consent or vote, as the context may
require.

     Contributed Property: Each property or other asset (excluding cash and cash
equivalents) contributed or deemed contributed to the Partnership (whether as a
result of a Code Section 708 termination or otherwise). For the avoidance of
doubt, the properties and assets held by the partnership constituting the Box
Assets (as defined in the Contribution Agreement) shall constitute Contributed
Properties to the extent the Contributed Interests are acquired by the
Partnership.

     Contribution Agreement: The Contribution Agreement dated the date hereof
pursuant to which, inter alia, property is being contributed to the Partnership
on the Effective Date in exchange for Partnership Units.

     E Partner: means the initial holder of 80% of the Partnership Units, and
its successors and assigns permitted hereunder.

     Effective Date: February ___, 1997.

     ERISA: The Employee Retirement Income Security Act of 1974, as amended from
time to time.

     Exercise Date: Shall have the meaning set forth in Section 9.1.

     Fair Market Value: As to any property, the price at which a willing seller
would sell and a willing buyer would buy such property having full knowledge of
the facts that are relevant to the purchase and sale of such property, and
assuming each party acts on an Arm's-length basis with the expectation of
concluding the purchase or sale within a reasonable time.

     Fiscal Year: The calendar year or such other twelve (12) month period
designated by the General Partner.

     General Partner: The Person identified as a general partner on Exhibit 1
hereto and its respective successor(s) who or which become Successor General
Partner(s) in accordance with the terms of this Agreement.

     General Partner Interest: A Partnership Interest held by the General
Partner that is a general partner interest. A General Partner Interest may be
expressed as a number of Partnership Units.

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     I Partner: means the initial holder of 20% of the Partnership Units.

     Involuntary Withdrawal: As to any (i) individual shall mean such
individual's death, incapacity or adjudication of incompetence, (ii) corporation
shall mean its dissolution or revocation of its charter (unless such revocation
is promptly corrected upon notice thereof), (iii) partnership shall mean the
dissolution and commencement of winding up of its affairs, (iv) trust shall mean
the termination of the trust (but not the substitution of trustees), (v) estate
shall mean the distribution by the fiduciary of the estate's complete interest
in the Partnership and (vi) Partner shall mean the Bankruptcy of such Partner.

     IRS: The Internal Revenue Service, which administers the internal revenue
laws of the United States.

     Limited Partner: Those Persons listed as such on Exhibit 1 attached hereto
and made a part hereof, as such Exhibit may be amended from time to time,
including any Person who becomes a Substituted Limited Partner or an Additional
Limited Partner in accordance with the terms of this Agreement.

     Limited Partner Interest: A Partnership Interest held by a Limited Partner
that is a limited partner interest. A Limited Partner Interest may be expressed
as a number of Partnership Units.

     Nonrecourse Liability: A liability as defined in Treasury Regulations
Section 1.704-2(b)(3).

     Notice: A writing containing the information required by this Agreement to
be communicated to a Person and delivered to such Person in accordance with
Section 12.4; provided, however, that any written communication containing such
information actually received by such Person shall constitute Notice for all
purposes of this Agreement.

     Partner Minimum Gain: The gain (regardless of character) which would be
realized by the Partnership if property of the Partnership subject to a partner
nonrecourse debt (as such term is defined in Treasury Regulation's Section
1.704-2(b)(4)) were disposed of in full satisfaction of such debt on the
relevant date. The adjusted basis of property subject to more than one partner
nonrecourse debt shall be allocated in a manner consistent with the allocation
of basis for purposes of determining Partnership Minimum Gain hereunder. Partner
Minimum Gain shall be computed hereunder using the Book Value, rather than the
adjusted tax basis, of the Partnership property in accordance with Treasury
Regulations Section 1.704-2(d)(3).

     Partner Nonrecourse Deductions: With respect to any partner nonrecourse
debt (as such term is defined in Treasury Regulation Section 1.704-2(b)(4)), the
increase in Partner Minimum Gain during the tax year plus any increase in
Partner Minimum Gain for a prior tax year which has not previously generated a
Partner Nonrecourse Deduction hereunder.

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The determination of which Partnership items constitute Partner Nonrecourse
Deductions shall be made in a manner consistent with the manner in which
Partnership Nonrecourse Deductions are determined hereunder.

     Partner Loans: Any loan made by the General Partner or an Affiliate of the
General Partner to the Partnership, which loan shall bear interest at a rate
equal to the three-month London Interbank Offered Rate (LIBOR) as published in
The Wall Street Journal plus 1.00% per annum, such rate to be set on the date of
the making of the loan and to be reset on the first day of each succeeding
quarter.

     Partners: The General Partner and the Limited Partners as a group. The term
"Partner" shall mean a General Partner or a Limited Partner. Such terms shall be
deemed to include such other Persons who become Partners pursuant to the terms
of this Agreement.

     Partnership: The Delaware limited partnership referred to herein as Wheel,
L.P., as such partnership may from time to time be constituted.

     Partnership Assets: At any particular time, any assets or property (real or
personal, tangible or intangible, choate or inchoate, fixed or contingent) owned
by the Partnership.

     Partnership Interest or Interest: As to any Partner, such Partner's
ownership interest in the Partnership and including such Partner's right to
distributions under this Agreement and any other rights or benefits which such
Partner has in the Partnership, together with any and all obligations of such
Person to comply with the terms and provisions of this Agreement. A Partnership
Interest may be expressed as a number of Partnership Units.

     Partnership Minimum Gain: The aggregate gain (regardless of character)
which would be realized by the Partnership if all of the property of the
Partnership subject to nonrecourse debt (other than partner nonrecourse debt as
such term is defined in Treasury Regulations Section 1.704-2(b)(4)) were
disposed of in full satisfaction of such debt and for no other consideration on
the relevant date. In the case of any Nonrecourse Liability of the Partnership
which is not secured by a mortgage with respect to any specific property of the
Partnership, any and all property of the Partnership to which the holder of said
liability has recourse shall be treated as subject to such Nonrecourse Liability
for purposes of the preceding sentence. Partnership Minimum Gain shall be
computed separately for each Nonrecourse Liability of the Partnership. For this
purpose, the adjusted basis of property subject to two or more liabilities of
equal priority shall be allocated among such liabilities in proportion to the
outstanding balance of such liabilities, and the adjusted basis of property
subject to two or more liabilities of unequal priority shall be allocated to the
liability of inferior priority only to the extent of the excess, if any, of the
adjusted basis of such property over the outstanding balance of the liability of
superior priority. Partnership Minimum Gain shall be computed hereunder using
the Book Value, rather than the adjusted tax basis, of the Partnership property
in accordance with Treasury Regulations Section 1.704-2(d)(3).

     Partnership Nonrecourse Deductions: The amount of Partnership deductions
equal to the increase, if any, in the amount of the aggregate Partnership
Minimum Gain during the

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tax year (plus any increase in Partnership Minimum Gain for a prior tax year
which has not previously generated a Partnership Nonrecourse Deduction) reduced
(but not below zero) by the aggregate distributions made during the tax year of
the proceeds of a Nonrecourse Liability of the Partnership which are
attributable to an increase in Partnership Minimum Gain within the meaning of
Treasury Regulations Section 1.704-2(d). The Partnership Nonrecourse Deductions
for a Partnership tax year shall consist first of depreciation or cost recovery
deductions with respect to each property of the Partnership giving rise to such
increase in Partnership Minimum Gain on a pro rata basis to the extent of each
such increase, with any excess made up pro rata of all items of deduction.

     Partnership Unit: A fractional, undivided share of the Partnership
Interests of all Partners issued pursuant to Section 4.1 hereof.

     Percentage Interest: As to any Partner, the percentage in the Partnership,
as determined by dividing the Partnership Units then owned by such Partner by
the total number of Partnership Units then outstanding, as the same may be
automatically adjusted from time to time to reflect the issuance and redemption
of Partnership Units in accordance with this Agreement, without requiring the
amendment of Exhibit 1 to reflect any such issuance or redemption.

     Person: Any individual, partnership, corporation, limited liability
company, trust or other entity.

     Profits and Losses: For each Fiscal Year or other period, an amount equal
to the Partnership's taxable income or loss (as the case may be) for such year
or period, determined in accordance with Code Section 703(a) (for this purpose,
all items of income, gain, loss or deduction required to be stated separately
pursuant to Code Section 703(a)(1) shall be included in taxable income or loss),
with the following adjustments:

          a. Any income of the Partnership that is exempt from federal income
     tax and not otherwise taken into account in computing Profits or Losses
     pursuant to this definition shall be added to such taxable income or loss;

          b. Any expenditures of the Partnership described in Code Section
     705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant
     to Treasury Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise
     taken into account in computing Profits or Losses pursuant to this
     definition, shall be subtracted from such taxable income or loss;

          c. Where property is reflected in the Capital Accounts at a book basis
     different from the basis of such property for U.S. Federal income tax
     purposes, all gain, loss, depreciation and amortization on such property
     shall be determined for purposes of adjusting Capital Accounts based on the
     book basis of such property in accordance with U.S. Department of Treasury
     Regulations Section 1.704-1(b)(2)(iv)(g); and

          d. Gain or loss resulting from any disposition of Partnership property
     with respect to which gain or loss is recognized for federal income tax
     purposes shall be computed by

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     reference  to the Book Value of the  property  disposed of  notwithstanding
     that the adjusted tax basis of such property differs from such Book Value.

     Recourse Liabilities: The liabilities owed by the Partnership, other than
nonrecourse liabilities and liabilities to which Partner Nonrecourse Deductions
are attributable in accordance with Treasury Regulations Section 1.704-2(i).

     SEC: The Securities and Exchange Commission.

     Subsidiary: With respect to any Person, any corporation or other entity of
which a majority of (i) the voting power of the voting equity securities or (ii)
the outstanding equity interests is owned, directly or indirectly, by such
Person.

     Substituted Limited Partner: That Person or those Persons admitted to the
Partnership as a substitute Limited Partner, in accordance with the provisions
of this Agreement. A Substituted Limited Partner, upon admission as such, shall
succeed to the rights, privileges and liabilities of the predecessor in interest
as a Limited Partner.

     Successor General Partner: Any Person who is admitted to the Partnership as
substitute General Partner pursuant to this Agreement. A Successor General
Partner, upon its admission as such, shall succeed to the rights, privileges and
liabilities of its predecessor in interest as General Partner, in accordance
with the provisions of the Act.

     Tax Matters Partner: The General Partner or such other Partner who becomes
Tax Matters Partner pursuant to the terms of this Agreement.

     Terminating Capital Transaction: The sale or other disposition of all or
substantially all of the Partnership Assets or a related series of transactions
that, taken together, result in the sale or other disposition of all or
substantially all of the Partnership Assets.

     Transfer: With respect to any Partnership Unit shall mean a transaction in
which a Partner assigns his Partnership Interest to another Person and includes
any sale, assignment, gift, pledge, mortgage, exchange, hypothecation,
encumbrance or other disposition by law or otherwise.

     Treasury Regulations: The Income Tax Regulations promulgated under the
Code, as such regulations may be amended from time to time.

     SECTION 1.2 Rules of Construction. The following rules of construction
shall apply to this Agreement:

          (A) All section headings in this Agreement are for convenience of
     reference only and are not intended to qualify the meaning of any section.

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          (B) All personal pronouns used in this Agreement, whether used in the
     masculine, feminine or neuter gender, shall include all other genders, the
     singular shall include the plural, and vice versa, as the context may
     require.

          (C) Each provision of this Agreement shall be considered severable
     from the rest, and if any provision of this Agreement or its application to
     any Person or circumstances shall be held invalid and contrary to any
     existing or future law or unenforceable to any extent, the remainder of
     this Agreement and the application of any other provision to any Person or
     circumstances shall not be affected thereby and shall be interpreted and
     enforced to the greatest extent permitted by law so as to give effect to
     the original intent of the parties hereto.

          (D) Unless otherwise specifically and expressly limited in the
     context, any reference herein to a decision, determination, act, action,
     exercise of a right, power or privilege, or other procedure by the General
     Partner shall mean and refer to the decision, determination, act, action,
     exercise or other procedure by the General Partner in its sole and absolute
     discretion.


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                            ARTICLE II - CONTINUATION

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     SECTION 2.1 Continuation. The Partners hereby continue the Partnership as a
limited partnership under the Act. The General Partner shall take all action
required by law to perfect and maintain the Partnership as a limited partnership
under the Act and under the laws of all other jurisdictions in which the
Partnership may elect to conduct business, including but not limited to the
filing of amendments to the Certificate with the Commonwealth of Pennsylvania
Secretary of State, and qualification of the Partnership as a foreign limited
partnership in the jurisdictions in which such qualification shall be required,
as determined by the General Partner. The General Partner shall also promptly
register the Partnership under applicable assumed or fictitious name statutes or
similar laws.

     SECTION 2.2 Name. The name of the Partnership is Engelhard HexCore, L.P.
The General Partner may adopt such assumed or fictitious names as it deems
appropriate in connection with the qualifications and registrations referred to
in Section 2.1.

     SECTION 2.3 Place of Business; Registered Agent. The principal office of
the Partnership is located at 3550 N.W. 49th Street, Miami, Florida 33142, which
office may be changed to such other place as the General Partner may from time
to time designate. The Partnership may establish offices for the Partnership
within or without the Commonwealth of Pennsylvania as may be determined by the
General Partner. The initial registered agent for the Partnership in the State
of Delaware is The Corporation Trust Company, whose address is c/o Corporation
Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

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                         ARTICLE III - BUSINESS PURPOSE

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     SECTION 3.1 Business. The business of the Partnership shall be (i)
conducting any business that may be lawfully conducted by a limited partnership
pursuant to the Act, (ii) entering into any partnership, joint venture or other
relationship to engage in any of the foregoing or the ownership of interests in
any entity engaged in any of the foregoing, (iii) making loans, guarantees,
indemnities or other financial accommodations and borrowing money and pledging
its assets to secure the repayment thereof, (iv) to do any of the foregoing with
respect to any Affiliate or Subsidiary and (v) doing anything necessary or
incidental to the foregoing.

     SECTION 3.2 Authorized Activities. In carrying out the purposes of the
Partnership, but subject to all other provisions of this Agreement, the
Partnership is authorized to engage in any kind of lawful activity, and perform
and carry out contracts of any kind, necessary or advisable in connection with
the accomplishment of the purposes and business of the Partnership described
herein and for the protection and benefit of the Partnership; provided, however,
that the General Partner shall not be obligated to cause the Partnership to
take, or refrain from taking, any action which action or omission, in the
judgment of the General Partner, (i) could adversely affect the ability of the
General Partner to manage and control the Partnership, (ii) could subject the
General Partner to additional taxes under Code Section 857 or 4981 or (iii)
could violate any law or regulation of any governmental body or agency having
jurisdiction over the General Partner or its securities. The General Partner
may, or cause any of its Affiliates to, make a Partner Loan at any time and
interest and principal on such Partner Loan shall be paid at such times as may
be determined by the General Partner.


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                       ARTICLE IV - CAPITAL CONTRIBUTIONS

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     SECTION 4.1 Capital Contributions. Upon the contribution to the Partnership
of property in accordance with the Contribution Agreement, Partnership Units
shall be issued in accordance with, and as contemplated by, the Contribution
Agreement, and the Persons receiving such Partnership Units shall become
Partners and shall be deemed to have made a Capital Contribution as set forth on
Exhibit 1. Exhibit 1 also sets forth the initial number of Partnership Units
owned by each Partner and the Percentage Interest of each Partner, which
Percentage Interest shall be adjusted from time to time by the General Partner
to reflect the issuance of additional Partnership Units, the redemption of
Partnership Units, additional Capital Contributions and similar events having an
effect on a Partner's Percentage Interest. Except as set forth in Section 4.2
(regarding issuance of additional Partnership Units), no Partner shall be
required under any circumstances to contribute to the capital of the Partnership
any amount beyond that sum required pursuant to this Article IV.

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     SECTION 4.2 Additional Partnership Interests.

          (A) Subject to Section 4.2 (B) below, the Partnership may issue
     additional limited partnership interests in the form of Partnership Units
     for any Partnership purpose at any time or from time to time, to any
     Partner or other Person.

          (B) Prior to any proposed issuance of additional partnership
     interests, each Limited Partner shall have the option to either (i)
     purchase such number of additional limited partnership interests (on the
     same terms as such additional limited partnership interests are being
     purchased by all other purchasers) as will result in such Limited Partner
     holding the same Percentage Interest in the Partnership immediately after
     giving effect to such proposed issuance as such Limited Partner held
     immediately prior to such proposed issuance or (ii) notify the General
     Partner that no such additional partnership interests shall be issued. In
     the event that a Limited Partner delivers a notice pursuant to clause (ii)
     of the preceding sentence, the Partnership shall be prohibited from issuing
     any additional partnership interests, and any such issuance shall be null
     and void ab initio. At least 30 days prior to any proposed issuance of any
     additional partnership interests, the General Partner shall notify in
     writing the Limited Partners of such proposed issuance, and each Limited
     Partner shall have 20 days from receipt of such notice to make its forgoing
     election.

     SECTION 4.3 No Third Party Beneficiaries. The foregoing provisions of this
Article IV are not intended to be for the benefit of any creditor of the
Partnership or other Person to whom any debts, liabilities or obligations are
owed by (or who otherwise has any claim against) the Partnership or any of the
Partners and no such creditor or other Person shall obtain any right under any
such foregoing provision against the Partnership or any of the Partners by
reason of any debt, liability or obligation (or otherwise).

     SECTION 4.4 Capital Accounts.

          (A) (1) The Partnership shall establish and maintain a separate
     Capital Account for each Partner in accordance with Code Section 704 and
     Treasury Regulations Section 1.704-1(b)(2)(iv). The Capital Account of each
     Partner shall include the amount of all Capital Contributions made to the
     Partnership by such Partner in accordance with this Agreement, and shall be
     (i) increased by Profits allocated to such Partner pursuant to Article V
     and (ii) decreased by (A) the amount of cash and the Agreed Value of any
     property distributed to such Partner pursuant to the terms of this
     Agreement and (B) Losses allocated to such Partner pursuant to Article V,
     and otherwise maintained in accordance with U.S. Treasury Regulations
     (specifically Treas. Reg. 1.704-1(b)(2)(iv), as amended from time to time,
     or its successor provisions) in order for the allocation of Profits and
     Losses pursuant to Article V hereof to have substantial economic effect
     within the meaning of Section 704(b) of the Code. The value of Partnership
     property shall be adjusted in accordance with Treasury Regulation Section
     1.704-1(b)(2)(iv)(f) to reflect a revaluation of Partnership property in
     the event of either (i) a contribution of money or other property to the
     Partnership by a new or existing Partner as consideration for an interest
     in the Partnership; or (ii) a distribution of money or property by the
     Partnership to a retiring or continuing Partner as consideration for an
     interest in the Partnership. If a Partner contributes to the Partnership
     property to which Section

                                       11

<PAGE>

     704(c) of the Code applies, or if a revaluation of Partnership property
     occurs under one of the circumstances described in the preceding sentence,
     the Capital Accounts shall be adjusted as provided in Treasury Regulation
     Section 1.704-1(b)(2)(iv)(g).

               (2) Immediately prior to the distribution of any property (other
          than cash) to a Partner, the Capital Account of each Partner shall be
          increased or decreased, as the case may be, to reflect the manner in
          which the unrealized income, gain, loss and deduction inherent in such
          property (that has not previously been reflected in the Capital
          Accounts) would be allocated among the Partners if there were a
          taxable disposition of such property for its Agreed Value on the date
          of the distribution.

               (3) No Partner shall be entitled to interest on its capital
          contributions or on the positive balance in its Capital Account and no
          such interest shall be accrued.

          Any reference in any section or subsection of this Agreement to the
     Capital Account of a Partner shall be deemed to refer to such Capital
     Account as the same may be credited or debited from time to time as set
     forth above.

          (B) For purposes of computing the amount of any item of income, gain,
     deduction or loss to be reflected in the Partners' Capital Accounts, the
     determination, recognition and classification of each such item shall be
     the same as its determination, recognition and classification for federal
     income tax purposes, determined in accordance with Code Section 703(a),
     with the following adjustments:

               (1) any income, gain or loss attributable to the taxable
          disposition of any Partnership Asset shall be determined by treating
          the adjusted basis of such property as of the date of such disposition
          as equal to the Book Value of such property as of such date;

               (2) the computation of all items of income, gain, loss and
          deduction shall be made without regard to any Code Section 754
          election that may be made by the Partnership, except to the extent
          required in accordance with the provisions of Treasury Regulations
          Section 1.704-1(b)(2)(iv)(m);

               (3) in lieu of depreciation, amortization and other cost recovery
          deductions taken into account in computing Profit and Loss, there
          shall be taken into account depreciation for such Fiscal Year;

               (4) in the event the Book Value of any Partnership Asset is
          adjusted pursuant to Section 4.4(D) below, the amount of such
          adjustment shall be treated as gain or loss from the disposition of
          such asset.

          (C) Any transferee of a Partnership Interest shall succeed to a pro
     rata portion of the transferor's Capital Account transferred unless such
     Transfer causes a Code Section 708 termination of the Partnership, in which
     case the Book Value of all Partnership Assets shall be adjusted immediately
     prior to the deemed distribution pursuant thereto as provided in Section
     4.4(D).

                                       12

<PAGE>

          (D) Consistent with the provisions of Treasury Regulations Section
     1.704-1(b)(2)(iv)(f), (i) immediately prior to the acquisition of an
     additional Partnership Interest by any new or existing Partner in
     connection with the contribution of money or other property (other than a
     de minimis amount) to the Partnership, (ii) immediately prior to the
     distribution by the Partnership to a Partner of Partnership property (other
     than a de minimis amount) as consideration for a Partnership Interest and
     (iii) immediately prior to the liquidation of the Partnership as defined in
     Treasury Regulations Section 1.704-1(b)(2)(ii)(g), the Book Value of all
     Partnership Assets shall be revalued upward or downward to reflect the fair
     market value of each such Partnership Asset as determined by the General
     Partner using such reasonable method of valuation as it may adopt unless
     the General Partner shall determine that such revaluation is not necessary
     to maintain Capital Accounts in accordance with Treasury Regulations
     Section 1.704-1(b)(2)(iv).

          (E) The foregoing provisions of this Section 4.4 are intended to
     comply with Treasury Regulations Section 1.704-1(b) and shall be
     interpreted and applied in a manner consistent with such Treasury
     Regulations. In the event the General Partner shall determine that it is
     prudent to modify the manner in which the Partners' Capital Accounts are
     computed hereunder in order to comply with such Treasury Regulations, the
     General Partner may make such modification if such modification is not
     likely to have a material effect on the amount or timing of any
     distribution to any Partner under the terms of this Agreement and the
     General Partner notifies the other Partners in writing of such modification
     prior to making such modification.

     SECTION 4.5 Return of Capital Account; Interest. Except as otherwise
specifically provided in this Agreement, (i) no Partner shall have any right to
withdraw or reduce its Capital Contributions or Capital Account, or to demand
and receive property other than cash from the Partnership in return for its
Capital Contributions or Capital Account; (ii) no Partner shall have any
priority over any other Partners as to the return of its Capital Contributions
or Capital Account; (iii) any return of Capital Contributions or Capital
Accounts to the Partners shall be solely from the Partnership Assets, and no
Partner shall be personally liable for any such return; and (iv) no interest
shall be paid by the Partnership on Capital Contributions or on balances in
Partners' Capital Accounts.

     SECTION 4.6 Preemptive Rights. Other than as set forth in Section 4.2(B),
no Person shall have any preemptive or similar rights with respect to the
issuance or sale of additional Partnership Units.


--------------------------------------------------------------------------------

                    ARTICLE V - ALLOCATIONS AND DISTRIBUTIONS

--------------------------------------------------------------------------------

     SECTION 5.1 Limited Liability. For bookkeeping purposes, the Profits of the
Partnership shall be shared, and the Losses of the Partnership shall be borne,
by the Partners as provided in Section 5.2 below; provided, however, that except
as expressly provided in this Agreement, no Limited Partner (in its capacity as
a Limited Partner) shall be personally liable for losses,

                                       13

<PAGE>

costs, expenses, liabilities or obligations of the Partnership in excess of its
Capital Contribution required under Article IV hereof.

     SECTION 5.2 Profits, Losses and Distributive Shares.

          (A) Profits. After giving effect to the special allocations, if any,
     provided in Section 5.2(C) and (D), Profits in each Fiscal Year shall be
     allocated in the following order:

               (1) First, to the General Partner until the cumulative Profits
          allocated to the General Partner under this Section 5.2(A)(1) equal
          the cumulative Losses allocated to such Partner under Section
          5.2(B)(3);

               (2) Second, to each Partner in proportion to the cumulative
          Losses allocated to such Partner under Section 5.2(B)(2), until the
          cumulative Profits allocated to such Partner under this Section
          5.2(A)(2) equal the cumulative Losses allocated to such Partner under
          Section 5.2(B)(2);

               (3) Third, to each Partner in proportion to the cumulative Losses
          allocated to such Partner under Section 5.2(B)(1), until the
          cumulative Profits allocated to such Partner under this Section
          5.2(A)(3) equal the cumulative Losses allocated to such Partner under
          Section 5.2(B)(1);

               (4) Then, the balance, if any, to the Partners in accordance with
          their respective Percentage Interests.

          (B) Losses. After giving effect to the special allocations, if any,
     provided in Section 5.2(C) and (D), Losses in each Fiscal Year shall be
     allocated in the following order of priority:

               (1) First, to the Partners, in accordance with their respective
          Percentage Interests, but not in excess of the positive Capital
          Account balance of any Partner prior to the allocation provided for in
          this Section 5.2(B)(1);

               (2) Second, to the Partners with positive Capital Account
          balances prior to the allocation provided for in this Section
          5.2(B)(2), in proportion to the amount of such balances until all such
          balances are reduced to zero;

               (3) Thereafter, to the General Partner.

          This Section 5.2(B) shall control, notwithstanding any reallocation or
     adjustment of taxable income,  loss or other items by the Internal  Revenue
     Service or any other taxing authority.

          (C) Special Allocations. Except as otherwise provided in this
     Agreement, the following special allocations will be made in the following
     order and priority:

               (1) Partnership Minimum Gain Chargeback. Notwithstanding any
          other provision of this Article V, if there is a net decrease in
          Partnership Minimum Gain during any tax year or other period for which
          allocations are made, each Partner will be specially allocated items
          of Part-

                                       14

<PAGE>

          nership income and gain for that tax year or other period (and, if
          necessary, subsequent periods) in an amount equal to such Partner's
          share of the net decrease in Partnership Minimum Gain during such tax
          year or other period determined in accordance with Treasury
          Regulations Section 1.704-2(g). Allocations pursuant to the preceding
          sentence shall be made in proportion to the respective amounts
          required to be allocated to each Partner pursuant thereto. The items
          to be so allocated shall be determined in accordance with Treasury
          Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section
          5.2(C)(1) is intended to comply with the minimum gain chargeback
          requirements set forth in Treasury Regulations Section 1.704-2(f) and
          shall be interpreted consistently therewith, including the exceptions
          to the minimum gain chargeback requirement set forth in Treasury
          Regulations Section 1.704-2(f) and (3). If the General Partner
          concludes, after consultation with tax counsel, that the Partnership
          meets the requirements for a waiver of the minimum gain chargeback
          requirement as set forth in Treasury Regulations Section
          1.704-2(f)(4), the General Partner may take steps reasonably necessary
          or appropriate in order to obtain such waiver.

               (2) Partner Nonrecourse Debt Minimum Gain Chargeback.
          Notwithstanding any other provision of this Section (other than
          Section 5.2(C)(1) which shall be applied before this Section
          5.2(C)(2)), if there is a net decrease in Partner Minimum Gain during
          any tax year or other period for which allocations are made, each
          Partner with a share of Partner Minimum Gain determined in accordance
          with Treasury Regulations Section 1.704-2(i)(5) shall be specially
          allocated items of Partnership income and gain for that period (and,
          if necessary, subsequent periods) in an amount equal to such Partner's
          share of the net decrease in Partner Minimum Gain determined in
          accordance with Treasury Regulations Section 1.704-2(i)(4). The items
          to be so allocated shall be determined in accordance with Treasury
          Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii). This Section
          5.2(C)(2) is intended to comply with the minimum gain chargeback
          requirements of Treasury Regulations Section 1.704-2(i)(4) and shall
          be interpreted consistently therewith, including the exceptions set
          forth in Treasury Regulations Section 1.704-2(f)(2) and (3) to the
          extent such exceptions apply to Treasury Regulations Sections
          1.704-2(i)(4). If the General Partner concludes, after consultation
          with tax counsel, that the Partnership meets the requirements for a
          waiver of the Partner Minimum Gain chargeback requirement set forth in
          Treasury Regulation 1.704-2(f), but only to the extent such exception
          applies to Treasury Regulations Section 1.704-2(i)(4), the General
          Partner may take steps necessary or appropriate to obtain such waiver.

               (3) Qualified Income Offset. A Partner who unexpectedly receives
          any adjustment, allocation or distribution described in Treasury
          Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) will be
          specially allocated items of Partnership income and gain in an amount
          and manner sufficient to eliminate, to the extent required by Treasury
          Regulations 1.704-1(b)(2)(ii)(d), the Adjusted Capital Account Deficit
          of the Partner as quickly as possible, provided that an allocation
          pursuant to this Section 5.2(C)(3) shall be made if and only to the
          extent that such Partner would have an Adjusted Capital Account
          Deficit after all other allocations provided for in this Article V
          have been tentatively made as if this Section 5.2(C)(3) were not
          contained in this Agreement.

               (4) Partnership Nonrecourse Deductions. Partnership Nonrecourse
          Deductions for any taxable year or other period for which allocations
          are made will be allocated among the Partners in proportion to their
          respective Partnership Interests in the Partnership.

                                       15

<PAGE>

               (5) Partner Nonrecourse Deductions. Notwithstanding anything to
          the contrary in this Agreement, any Partner Nonrecourse Deductions for
          any taxable year or other period for which allocations are made will
          be allocated to the Partner who bears the economic risk of loss with
          respect to the liability to which the Partner Nonrecourse Deductions
          are attributable in accordance with Treasury Regulations Section
          1.704-2(i).

               (6) Code Section 754 Adjustments. To the extent an adjustment to
          the adjusted tax basis of any Partnership asset under Code Section
          734(b) or 743(b) is required to be taken into account in determining
          Capital Accounts under Treasury Regulations Section
          1.704-1(b)(2)(iv)(m)(2) or (4), the amount of the adjustment to the
          Capital Accounts will be treated as an item of gain (if the adjustment
          increases the basis of the asset) or loss (if the adjustment decreases
          the basis of the asset), and the gain or loss will be specially
          allocated to the Partners in a manner consistent with the manner in
          which their Capital Accounts are required to be adjusted under
          Treasury Regulations Section 1.704-1(b)(2)(iv)(m).

               (7) Depreciation Recapture. The parties hereto recognize that
          part of any gain recognized by the Partnership in any fiscal year on
          the sale, exchange or other disposition of all or any part of the
          assets of the Partnership may be treated for U.S. Federal income tax
          purposes (as a result of the application of Section 1245 or 1250 of
          the Code) as ordinary income by reason of "Depreciation Recapture." It
          is the understanding and agreement of the parties that, to the extent
          possible, without increasing the total taxable gain to the Partnership
          or the amount of taxable gain allocable to any Partner by reason of
          any such sale, exchange or other disposition, to the extent not
          attributable, at the time of contribution, to the excess of the basis
          of contributed property reflected in the Capital Accounts over the tax
          basis of that property that portion of such gain which shall
          constitute Depreciation Recapture shall be allocated among the
          Partners in the proportion that the depreciation deductions (or basis
          reductions treated as depreciation deductions) giving rise to such
          Depreciation Recapture were taken by or allocated to the Partners
          after the date of this Agreement. Depreciation Recapture with respect
          to depreciation deductions taken before an asset is contributed to the
          Partnership will be allocable to the Partner who contributed the asset
          to the Partnership.

               (8) Interest in Partnership. Notwithstanding any other provision
          of this Agreement, no allocation of Profit or Loss (or item of Profit
          or Loss) will be made to a Partner if the allocation would not have
          "economic effect" under Treasury Regulations Section
          1.704-1(b)(2)(ii)(a) and would not be in accordance with the Partner's
          interest in the Partnership within the meaning of Treasury Regulations
          Section 1.704-1(b)(3).

          (D) Curative Allocations. The allocations set forth in Section
     5.2(C)(1) through (8) (the "Regulatory Allocations") are intended to comply
     with certain requirements of Treasury Regulations Sections 1.704-1(b) and
     1.704-2. The Regulatory Allocations may not be consistent with the manner
     in which the Partners intend to divide Partnership distributions.
     Accordingly, the General Partner is authorized to further allocate Profits,
     Losses, and other items among the Partners in a reasonable manner so as to
     prevent the Regulatory Allocations from distorting the manner in which
     Partnership distributions would be divided among the Partners under Section
     5.3, but for application of the Regulatory Allocations. In general, the
     reallocation will be accomplished by spe-

                                       16

<PAGE>

     cially allocating other Profits, Losses and items of income, gain, loss and
     deduction, to the extent they exist, among the Partners so that the net
     amount of the Regulatory Allocations and such special allocations to each
     Partner is zero. The General Partner may accomplish this result in any
     reasonable manner that is consistent with Code Section 704 and the related
     Treasury Regulations.

          (E) Tax Allocations.

               (1) Except as otherwise provided in Section 5.2(E)(2), each item
          of income, gain, loss and deduction shall be allocated for federal
          income tax purposes in the same manner as each correlative item of
          income, gain, loss or deduction, is allocated for book purposes
          pursuant to the provisions of Section 5.2 hereof.

               (2) Notwithstanding anything to the contrary in this Article V
          (except in this Section 5.2(E)), in an attempt to eliminate any
          Book-Tax Disparity with respect to a Contributed Property, items of
          income, gain, loss or deduction with respect to each such property
          shall be allocated for federal income tax purposes among the Partners
          as follows:

                    (a) Depreciation, Amortization and Other Cost Recovery
               Items. In the case of each Contributed Property with a Book-Tax
               Disparity, any item of depreciation, amortization or other cost
               recovery allowance attributable to such property shall be
               allocated as follows: (x) first, to Partners (the
               "Non-Contributing Partners") other than the Partners who
               contributed such property to the Partnership (or are deemed to
               have contributed the property pursuant to Section 4.1(A) (the
               "Contributing Partners") in an amount up to the book allocation
               of such items made to the Non-Contributing Partners pursuant to
               Section 5.2 hereof, pro rata in proportion to the respective
               amount of book items so allocated to the Non-Contributing
               Partners pursuant to Section 5.2 hereof; and (y) any remaining
               depreciation, amortization or other cost recovery allowance to
               the Contributing Partners in proportion to their Percentage
               Interests. In no event shall the total depreciation, amortization
               or other cost recovery allowance allocated hereunder exceed the
               amount of the Partnership's depreciation, amortization or other
               cost recovery allowance with respect to such property.

                    (b) Gain or Loss on Disposition. In the event the
               Partnership sells or otherwise disposes of a Contributed Property
               with a Book-Tax Disparity, any gain or loss recognized by the
               Partnership in connection with such sale or other disposition
               shall be allocated among the Partners as follows: (x) first, any
               gain or loss shall be allocated to the Contributing Partners in
               proportion to their Percentage Interests to the extent required
               to eliminate any Book-Tax Disparity with respect to such
               property; and (y) any remaining gain or loss shall be allocated
               among the Partners in the same manner that the correlative items
               of book gain or loss are allocated among the Partners pursuant to
               Section 5.2 hereof.

                                       17

<PAGE>

               (3) In the event the Book Value of a Partnership Asset (including
          a Contributed Property) is adjusted pursuant to Section 4.4(D) hereof,
          and such asset has not been deemed contributed to a new partnership,
          with the contributing partnership then being liquidated pursuant to
          Code Section 708 subsequent thereto, all items of income, gain, loss
          or deduction in respect of such property shall be allocated for
          federal income tax purposes among the Partners in the same manner as
          provided in Section 5.2(E)(2) hereof to take into account any
          variation between the fair market value of the property, as determined
          by the General Partner using such reasonable method of valuation as it
          may adopt, and the Book Value of such property, both determined as of
          the date of such adjustment.

               (4) The General Partner shall have the authority to elect
          alternative methods to eliminate the Book-Tax Disparity with respect
          to one or more Contributed Properties, as permitted by Treasury
          Regulations Section 1.704-3, and such election shall be binding on all
          of the Partners.

               (5) The Partners hereby intend that the allocation of tax items
          pursuant to this Section 5.2(E) comply with the requirements of Code
          Section 704(c) and Treasury Regulations Section 1.704-3.

               (6) The allocation of items of income, gain, loss or deduction
          pursuant to this Section 5.2(E) are solely for federal, state and
          local income tax purposes, and the Capital Account balances of the
          Partners shall be adjusted solely for allocations of "book" items in
          respect of Partnership Assets pursuant to Section 5.2(A), (B), (C),
          (D) and (F) hereof.

          (F) Other Allocation Rules. The following rules will apply to the
     calculation and allocation of Profits, Losses and other items:

               (1) Except as otherwise provided in the Agreement, all Profits,
          Losses and other items allocated to the Partners will be allocated
          among them in proportion to their Percentage Interests.

               (2) For purposes of determining the Profits, Losses or any other
          item allocable to any period, Profits, Losses and other items will be
          determined on a daily, monthly or other basis, as determined by the
          General Partner using any permissible method under Code Section 706
          and the related Treasury Regulations.

               (3) Except as otherwise provided in this Agreement, all items of
          Partnership income, gain, loss and deduction, and other allocations
          not provided for in this Agreement will be divided among the Partners
          in the same proportions as they share Profits and Losses, provided,
          however, that any credits shall be allocated in accordance with
          Treasury Regulations Section 1.704-1(b)(4)(ii).

               (4) For purposes of Treasury Regulations Section 1.752-3(a), the
          Partners hereby agree that any nonrecourse liabilities of the
          Partnership in excess of the sum of (i) the Partnership Minimum Gain
          and (ii) the aggregate amount of taxable gain that would be allocated
          to the Partners under Section 704(c) (or in the same manner as Section
          704(c) in connection with a revaluation of Partnership property) if
          the Partnership disposed of (in a taxable transaction) all Partnership
          property subject to one or more nonrecourse liabilities of the
          Partnership in full satisfaction of such liabilities and for no other
          consideration, shall be allocated among the Partners in accordance
          with their respective shares of Profits. The General Partner shall
          have discretion in any Fiscal Year to allocate such excess nonrecourse
          liabilities among the Partners (a) in a manner reasonably consistent
          with allocations (that have substantial economic effect) of some other
          significant item of Partnership income or gain or (b) in accordance
          with the manner in which it is reasonably expected that the deductions
          attributable to the excess nonrecourse liabilities will be allocated.

                                       18

<PAGE>

          (G) Partner Acknowledgment. The Partners agree to be bound by the
     provisions of this Section 5.2 in reporting their shares of Partnership
     income, gain, loss, deduction and credit for income tax purposes.

          (H) Regulatory Compliance. The foregoing provisions of this Section
     5.2 relating to the allocation of Profits, Losses and other items for
     federal income tax purposes are intended to comply with Treasury
     Regulations Sections 1.704-1(b), 1.704-2 and 1.704-3 and shall be
     interpreted and applied in a manner consistent with such Treasury
     Regulations.

     SECTION 5.3 Distributions. No Limited Partner shall have the right to
demand a distribution from the Partnership. At the General Partner's election,
the Partnership shall make periodic distributions (in each case in accordance
with the Partners' Percentage Interests) to each Partner in amounts such that,
after giving effect to such distribution, the Partners shall have received an
amount sufficient to satisfy all federal, state and local income taxes actually
payable by the Partners as a result of their interests in the Profits of the
Partnership for such period. In addition, the Partnership shall, at such times
as the General Partner shall determine, distribute cash to the Partners in
amounts that the General Partner determines. All distributions shall be made in
accordance with the Partners' Percentage Interests.

     SECTION 5.4 Distributions upon Liquidation. Notwithstanding any other
provision hereof, proceeds of a Terminating Capital Transaction shall be
distributed to the Partners in accordance with Section 10.3.


                       ARTICLE VI - PARTNERSHIP MANAGEMENT

--------------------------------------------------------------------------------

     SECTION 6.1 Management and Control of Partnership Business.

          (A) Except as otherwise expressly provided or limited by the
     provisions of this Agreement, the General Partner shall have full,
     exclusive and complete discretion to manage the business and affairs of the
     Partnership, to make all decisions affecting the business and affairs of
     the Partnership and to take all such action as it deems necessary or
     appropriate in connection with the business of the Partnership. Except as
     expressly set forth in this Agreement, the Limited Partners shall not have
     any authority, right, or power to bind the Partnership, or to manage, or to
     participate in any way whatsoever in the management of the business and
     affairs of the Partnership in any man-

                                       19

<PAGE>

     ner  whatsoever.  Such  management  shall in every  respect be the full and
     complete responsibility of the General Partner alone as herein provided.

          (B) In carrying out the purposes of the Partnership, the General
     Partner and/or any management committee, officer of the Partnership or
     other persons appointed by the General Partner in its sole discretion shall
     be authorized to take all actions it deems necessary and appropriate to
     carry on the business of the Partnership. The General Partner shall be
     authorized to delegate to one or more persons (including, without
     limitation, appointment of a Management Committee and/or officers of the
     Partnership) the General Partner's rights and powers to manage and control
     the business and affairs of the Partnership, including to delegate to
     agents, officers and employees of the General Partners or the Partnership.
     The Limited Partners, by execution hereof, agree that the General Partner
     and/or any management committee, officers of the Partnership, or other
     persons appointed by the General Partner in its sole discretion is
     authorized to execute, deliver and perform any agreement and/or transaction
     on behalf of the Partnership.

          (C) The General Partner and its Affiliates may acquire Limited Partner
     Interests from Limited Partners who agree so to transfer Limited Partner
     Interests from the Partnership in accordance with Section 4.2(A). Any
     Limited Partner Interest acquired by the General Partner shall be converted
     into a General Partner Interest. Upon acquisition of any Limited Partner
     Interest or by an Affiliate of the General Partner, such Affiliate shall
     have all the rights of a Limited Partner or.

     SECTION 6.2 No Management by Limited Partners; Limitation of Liability.

          (A) The Limited Partners, in their capacity as Limited Partners shall
     not take part in the day-to-day management, operation or control of the
     business and affairs of the Partnership or have any right, power, or
     authority to act for or on behalf of or to bind the Partnership or transact
     any business in the name of the Partnership. The Limited Partners shall not
     have any rights other than those specifically provided herein or granted by
     law where consistent with a valid provision hereof. Any approvals rendered
     or withheld by the Limited Partners pursuant to this Agreement shall be
     deemed as consultation with or advice to the General Partner in connection
     with the business of the Partnership and, in accordance with the Act, shall
     not be deemed as participation by the Limited Partners in the business of
     the Partnership and are not intended to create any inference that the
     Limited Partners should be classified as general partners under the Act.

          (B) No Limited Partner shall have any liability under this Agreement
     except with respect to withholding under Section 7.6, in connection with a
     violation of any provision of this Agreement by such Limited Partner or as
     provided in the Act.

          (C) The General Partner shall not take any action which would subject
     a Limited Partner (in its capacity as Limited Partner) to liability as a
     general partner.

     SECTION 6.3 Limitations on Partners.

          (A) No Partner or Affiliate of a Partner shall have any authority to
     perform (i) any act in violation of any applicable law or regulation
     thereunder, (ii) any act prohibited by Section 6.2(C), or (iii) any act
     which is required to be Consented to or ratified pursuant to this Agreement
     without such Consent or ratification.

          (B) No action shall be taken by a Partner if it would cause the
     Partnership to be treated as an association taxable as a corporation for
     federal income tax purposes or, without the consent of the General Partner,
     as a publicly-traded partnership within the meaning of Section 7704 of the
     Code. A determination of whether such action will have the above described
     effect shall be based upon a declaratory judgment or similar relief
     obtained from a court of competent jurisdiction, a favorable ruling from
     the IRS or the receipt of a written opinion of counsel.

     SECTION 6.4 Compensation; Reimbursement of Expenses. In consideration for
the General Partner's services to the Partnership in its capacity as General
Partner, the Partnership shall pay on behalf of or reimburse to the General
Partner all expenses of the General Partner incurred in connection with the
management of the business and affairs of the Partnership, including all
employee compensation of employees of the General Partner and indemnity or other
payments made pursuant to agreements entered into in furtherance of the
Partnership's business. Except as otherwise set forth in this Agreement, the
General Partner shall be fully and entirely reimbursed by the Partnership for
any and all direct and indirect costs and expenses incurred in connection with
the organization and continuation of the Partnership pursuant to this Agreement.
In addition, the General Partner shall be reimbursed for all expenses incurred
by the General Partner in connection with issuance of additional Partnership
Interests.

     SECTION 6.5 Liability for Acts and Omissions.

          (A) The General Partner shall not be liable, responsible or
     accountable in damages or otherwise to the Partnership or any of the other
     Partners for any act or omission (i) performed or omitted in good faith on
     behalf of the Partnership and in a manner reasonably believed to be within
     the scope of the authority granted by this Agreement and in the best
     interests of the Partnership or the stockholders of the General Partner or
     (ii) except to the extent required by applicable law, arising out of or
     related to the management and control of the business and affairs of the
     Partnership pursuant to Section 6.1. In exercising its authority hereunder,
     the General Partner may, but shall not be under any obligation to, take
     into account the tax consequences to any Partner of any action it
     undertakes on behalf of the Partnership. Neither the General Partner nor
     the Partnership shall have any liability as a result of any income tax
     liability incurred by a Partner as a result of any action or inaction of
     the General Partner hereunder and, by their execution of this Agreement,
     the Limited Partners acknowledge the foregoing.

          (B) Unless otherwise prohibited hereunder, the General Partner shall
     be entitled to exercise any of the powers granted to it and perform any of
     the duties required of it under this Agreement directly or through any
     agent. The General Partner shall not be responsible for any misconduct or
     negligence on the part of any agent; provided, however, that the General
     Partner selected or appointed such agent in good faith.

                                       21

<PAGE>

     SECTION 6.6 Indemnification.

          (A) The Partnership shall indemnify the General Partner and each
     director, officer and stockholder of the General Partner and each Person
     (including any Affiliate) designated as an agent by the General Partner in
     its reasonable discretion (each, an "Indemnified Party") to the fullest
     extent permitted under the Act (including any procedures set forth therein
     regarding advancement of expenses to such Indemnified Party) from and
     against any and all losses, claims, damages, liabilities, expenses
     (including reasonable attorneys' fees), judgments, fines, settlements and
     any other amounts arising out of or in connection with any claims, demands,
     actions, suits or proceedings (civil, criminal or administrative) relating
     to or resulting (directly or indirectly) from the operations of the
     Partnership, in which such Indemnified Party becomes involved, or
     reasonably believes it may become involved, as a result of the capacity
     referred to above.

          (B) The Partnership shall have the authority to purchase and maintain
     such insurance policies on behalf of the Indemnified Parties as the General
     Partner shall determine, which policies may cover those liabilities the
     General Partner reasonably believes may be incurred by an Indemnified Party
     in connection with the operation of the business of the Partnership. The
     right to procure such insurance on behalf of the Indemnified Parties shall
     in no way mitigate or otherwise affect the right of any such Indemnified
     Party to indemnification pursuant to Section 6.6(A) hereof.

          (C) The provisions of this Section 6.6 are for the benefit of the
     Indemnified Parties, their heirs, successors, assigns and administrators
     and shall not be deemed to create any rights in or benefit to any other
     Person.


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             ARTICLE VII - ADMINISTRATIVE, FINANCIAL AND TAX MATTERS

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     SECTION 7.1 Books and Records. The General Partner shall maintain at the
office of the Partnership full and accurate books of the Partnership showing all
receipts and expenditures, assets and liabilities, profits and losses, names and
current addresses of Partners, and all other records necessary for recording the
Partnership's business and affairs. Each Limited Partner shall have, upon
written demand and at such Limited Partner's expense, as the case may be, the
right to receive true and complete information regarding Partnership matters to
the extent required (and subject to the limitations) under Delaware law.

     SECTION 7.2 Annual Audit and Accounting. The books and records of the
Partnership shall be kept for financial and tax reporting purposes on the
accrual basis of accounting in accordance with generally accepted accounting
principles ("GAAP"). The accounts of the Partnership shall be audited annually
by a nationally recognized accounting firm of independent public accountants
selected by the General Partner (the "Independent Accountants").

     SECTION 7.3 Partnership Funds. The General Partner shall have
responsibility for the safekeeping and use of all funds and assets of the
Partnership, whether or not in its direct or indirect possession or control. All
funds of the Partnership not otherwise invested shall be deposited in one or
more accounts maintained in such banking institutions as the General Partner
shall determine, and withdrawals shall be made only in the regular course of
Partnership business on such signatures as the General Partner may from time to
time determine.

                                       22

<PAGE>

     SECTION 7.4 Reports and Notices. The General Partner shall provide all
Partners with the following reports no later than the dates indicated or as soon
thereafter as circumstances permit:

          (A) By March 31 of each year, Schedule K-1, or such similar form(s) as
     may be required by the IRS, stating each Partner's allocable share of
     income, gain, loss, deduction or credit for the prior Fiscal Year;

          (B) Until the earlier of February ___, 2096 or when I Partner is no
     longer a Limited Partner, within thirty (30) days after the end of each
     fiscal quarter, as of the last day of the fiscal quarter, a report
     containing unaudited financial statements of the Partnership, or of the
     General Partner if such statements are prepared on a consolidated basis
     with the General Partner, and such other information as may be legally
     required or determined to be appropriate by the General Partner; and

          (C) Until the earlier of February ___, 2096 or when I Partner is no
     longer a Limited Partner, within seventy five (75) days after the end of
     each Fiscal Year, as of the close of the Fiscal Year, an annual report
     containing audited financial statements of the Partnership, or of the
     General Partner if such statements are prepared on a consolidated basis
     with the General Partner, presented in accordance with GAAP and certified
     by the Independent Accountants.

     SECTION 7.5 Tax Matters.

          (A) The General Partner shall be the Tax Matters Partner of the
     Partnership for federal income tax matters pursuant to Code Section
     6231(a)(7)(A). The Tax Matters Partner is authorized and required to
     represent the Partnership (at the expense of the Partnership) in connection
     with all examinations of the affairs of the Partnership by any federal,
     state, or local tax authorities, including any resulting administrative and
     judicial proceedings, and to expend funds of the Partnership for
     professional services and costs associated therewith. The Tax Matters
     Partner shall deliver to the Limited Partners within fifteen (15) business
     days of the receipt thereof a copy of any notice or other communication
     with respect to the Partnership received from the IRS (or other
     governmental tax authority), or any court, in each case with respect to any
     administrative or judicial proceeding involving the Partnership. The
     Partners agree to cooperate with each other in connection with the conduct
     of all proceedings pursuant to this Section 7.5(A).

          (B) The Tax Matters Partner shall receive no compensation for its
     services in such capacity. If the Tax Matters Partner incurs any costs
     related to any tax audit, declaration of any tax deficiency or any
     administrative proceeding or litigation involving any Partnership tax
     matter, such amount shall be an expense of the Partnership and the Tax
     Matters Partner shall be entitled to full reimbursement therefor.

                                       23

<PAGE>

          (C) The General Partner shall cause to be prepared all federal, state
     and local income tax returns required of the Partnership at the
     Partnership's expense.

          (D) Except as set forth herein, the General Partner shall determine
     whether to make (and, if necessary, revoke) any tax election available to
     the Partnership under the Code or any state tax law; provided, however,
     upon the request of any Partner, the General Partner shall make the
     election under Code Section 754 and the Treasury Regulations promulgated
     thereunder. The Partnership shall elect to deduct expenses, if any,
     incurred by it in organizing the Partnership in accordance with the
     provisions of Code Section 709.

          (E) Each Partner and the Partnership will cooperate with and assist,
     at its own expense, the Tax Matters Partner in connection with any U.S.
     Federal, state, local or foreign tax matter affecting the Partnership or
     any entity in which the Partnership has an interest, including, but not
     limited to, providing any records or supporting data with respect to assets
     or liabilities transferred to the Partnership, preparing any tax return or
     assisting as requested on any audit.


    ARTICLE VIII - TRANSFER OF PARTNERSHIP INTERESTS; ADMISSIONS OF PARTNERS

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     SECTION 8.1 Transfer by General Partner. The General Partner may not
voluntarily withdraw or Transfer all or any portion of its General Partner
Interest. Notwithstanding the foregoing, the General Partner may pledge its
General Partner Interest in furtherance of the Partnership's business (including
without limitation, in connection with a loan agreement under which the
Partnership is a borrower) without the consent of any Partner.

     SECTION 8.2 Obligations of a Prior General Partner. Except as contemplated
by the Distribution (as defined in the Master Agreement), upon an Involuntary
Withdrawal of the General Partner and the subsequent Transfer of the General
Partner's Interest, such General Partner shall (i) remain liable for all
obligations and liabilities (other than Partnership liabilities payable solely
from Partnership Assets) incurred by it as General Partner before the effective
date of such event and (ii) pay all costs associated with the admission of its
Successor General Partner. However, such General Partner shall be free of and
held harmless by the Partnership against any obligation or liability incurred on
account of the activities of the Partnership from and after the effective date
of such event, except as provided in this Agreement.

     SECTION 8.3 Successor General Partner. A successor to all of a General
Partner's General Partner Interest who is proposed to be admitted to the
Partnership as a Successor General Partner shall be admitted as the General
Partner, effective upon the Transfer. Any such transferee shall carry on the
business of the Partnership without dissolution. In addition, the following
conditions must be satisfied:

          (A) The Person shall have accepted and agreed to be bound by all the
     terms and provisions of this Agreement by executing a counterpart thereof
     and such other documents or instruments as may be required or appropriate
     in order to effect the admission of such Person as a General Partner;

                                       24

<PAGE>

          (B) An amendment to this Agreement evidencing the admission of such
     Person as a General Partner shall have been executed by all General
     Partners and an amendment to the Certificate shall have been filed for
     recordation as required by the Act, and

          (C) Any consent required under Section 10.1(A) shall have been
     obtained.

     SECTION 8.4 Restrictions on Transfer and Withdrawal by Limited Partner.

          (A) No Limited Partner may Transfer all or any portion of its
     Partnership Interest without first obtaining the Consent of the General
     Partner, which Consent may be granted or withheld in the sole and absolute
     discretion of the General Partner. Any such purported transfer undertaken
     without such Consent shall be considered to be null and void ab initio and
     shall not be given effect. I Partner may in no event Transfer any portion
     of its Partnership Interest prior to the irrevocable decision by E Partner
     not to exercise the option set forth in Section 9.1.

          (B) No Limited Partner may withdraw from the Partnership other than as
     a result of a permitted Transfer (i.e., a Transfer consented to as
     contemplated by clause (A) above or a Transfer pursuant to clause (C)
     below) of all of his Partnership Units pursuant to this Article VIII or
     pursuant to a redemption or exchange of all of his Partnership Units
     pursuant to Article IX. Upon the permitted Transfer or redemption of all of
     a Limited Partner's Units, such Limited Partner shall cease to be a Limited
     Partner.

          (C) Upon the Involuntary Withdrawal of any Limited Partner (which
     shall under no circumstance cause the dissolution of the Partnership), the
     executor, administrator, trustee, guardian, receiver or conservator of such
     Limited Partner's estate shall become a Substituted Limited Partner upon
     compliance with the provisions of Section 8.5(A)(1)-(3).

          (D) No Transfer of Limited Partnership Units shall be made if such
     Transfer would (i) in the opinion of Partnership counsel, cause the
     Partnership to be terminated for federal income tax purposes or to be
     treated as an association taxable as a corporation (rather than a
     partnership) for federal income tax purposes; (ii) be effected through an
     "established securities market" or a "secondary market (or the substantial
     equivalent thereof)" within the meaning of Code Section 7704 and the
     Treasury Regulations thereunder, (iii) in the opinion of Partnership
     counsel, violate the provisions of applicable securities laws; (iv) violate
     the terms of (or result in a default or acceleration under) any law, rule,
     regulation, agreement or commitment binding on the Partnership; (v) cause
     the Partnership to become, with respect to any employee benefit plan
     subject to Title I of ERISA, a "party-in-interest" (as defined in Section
     3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(e)
     of the Code); (vi) in the opinion of counsel to the Partnership, cause any
     portion of the underlying assets of the Partnership to constitute assets of
     any employee benefit plan pursuant to Department of Labor Regulations
     Section 2510.3-101; or (vii) result in a deemed distribution to any Partner
     attributable to a failure to meet the requirements of Treasury Regulations
     Section 1.752-2(d)(1), unless such Partner consents thereto.

                                       25

<PAGE>

          (E) Prior to the consummation of any Transfer under this Section 8.4,
     the transferor and/or the transferee shall deliver to the General Partner
     such opinions, certificates and other documents as the General Partner
     shall request in connection with such Transfer.

     SECTION 8.5 Substituted Limited Partner.

          (A) No transferee shall become a Substituted Limited Partner in place
     of its assignor unless and until the following conditions have been
     satisfied:

               (1) The assignor and transferee files a Notice or other evidence
          of Transfer and such other information reasonably required by the
          General Partner, including, without limitation, names, addresses and
          telephone numbers of the assignor and transferee;

               (2) The transferee executes, adopts and acknowledges this
          Agreement, or a counterpart hereto, and such other documents as may be
          reasonably requested by the General Partner, including without
          limitation, all documents necessary to comply with applicable tax
          and/or securities rules and regulations; and

               (3) The assignor or transferee pays all costs and fees incurred
          or charged by the Partnership to effect the Transfer and substitution.

          (B) If a transferee of a Limited Partner does not become a Substituted
     Limited Partner pursuant to Section 8.5(A), such transferee shall be an
     Assignee and shall not have any rights to require any information on
     account of the Partnership's business, to inspect the Partnership's books
     or to vote or otherwise take part in the affairs of the Partnership (such
     Partnership Units being deemed to have been voted in the same proportion as
     all other Partnership Units held by Limited Partners have been voted). Such
     Assignee shall be entitled, however, to all the rights of an assignee of a
     limited partnership interest under the Act. Any Assignee wishing to
     Transfer the Partnership Units acquired shall be subject to the
     restrictions set forth in this Article VIII.

     SECTION 8.6 Timing and Effect of Transfers. Unless the General Partner
agrees otherwise, Transfers under this Article VIII may only be made as of the
first day of a fiscal quarter of the Partnership. Upon any Transfer of a
Partnership Interest in accordance with this Article VIII or acquisition of a
Partnership Interest in accordance with Article IX, the Partnership shall
allocate all items of Profit and Loss between the assignor Partner and the
transferee Partner in accordance with Article V hereof. The assignor Partner
shall have the right to receive all distributions as to which the Record Date
precedes the date of Transfer and the transferee Partner shall have the right to
receive all distributions thereafter.

     SECTION 8.7 Additional Limited Partners. Other than in accordance with the
transactions specified in the Contribution Agreements, after the initial
execution of this Agreement and the admission to the Partnership of the Initial
Limited Partners, any Person making a Capital

                                       26

<PAGE>

Contribution to the Partnership in accordance herewith shall be admitted as an
Additional Limited Partner of the Partnership only (i) with the Consent of the
General Partner and (ii) upon execution, adoption and acknowledgment of this
Agreement, or a counterpart hereto, and such other documents as may be
reasonably requested by the General Partner, including without limitation, the
power of attorney required under Section 12.3. Upon satisfaction of the
foregoing requirements, such Person shall be admitted as an Additional Limited
Partner effective on the date upon which the name of such Person is recorded on
the books of the Partnership.

     SECTION 8.8 Amendment of Agreement and Certificate. Upon any admission of a
Person as a Partner to the Partnership, the General Partner shall make any
necessary amendment to this Agreement to reflect such admission and, if required
by the Act, to cause to be filed an amendment to the Certificate.

     SECTION 8.9 Tax Allocation Adjustments; Distributions After Transfer. In
the event of a transfer of any Interest, regardless of whether the transferee
becomes a substitute Partner, all items of income, gain, loss, deduction and
credit for the fiscal period in which the transfer occurs shall be allocated for
U.S. Federal income tax purposes between the transferor and the transferee on
the basis of the ownership of the Interest at the time the particular item is
taken into account by the Partnership for U.S. Federal income tax purposes and
assuming that the taxable income, such as "subpart F income" under the Code,
resulting from ownership of any foreign corporation is taken into account by the
Partnership, when the events occur giving rise to such income, except to the
extent otherwise required by Section 706(d) of the Code. Distributions made on
or after the effective date of transfer shall be made to the transferee,
regardless of when such distributions accrued on the books of the Partnership.


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                    ARTICLE IX - PARTNERS' PURCHASE OPTIONS.

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     SECTION 9.1 E -- Partner's Purchase Option.

          (A) Upon the terms and subject to the conditions set forth in this
     Article IX, I Partner hereby grants to E Partner an option (the "Option")
     to purchase I Partner's entire Interest in the Partnership, such Option to
     be exercisable on January 1, 2004 (the "Exercise Date"). The exercise price
     for the Option (the "Option Price") shall be equal to 95% of the Fair
     Market Value (as determined below) of the Partnership (taking into account
     any indebtedness of the Partnership, including, without limitation, Partner
     Loans), determined as of the Exercise Date, multiplied by a percentage
     equal to the Partner's Interest being purchased pursuant to the Option.

          (B) The Partnership shall engage an investment banking firm to be
     selected by the Partners as provided below (the "Firm") to render an
     opinion (the "Value Opinion") as to its estimate of the Fair Market Value
     of the Partnership as of the Exercise Date. In selecting the Firm, the
     Partners shall first try to mutually agree on one of the four following
     investment banking firms (the "Eligible Firms"): SBC Warburg Dillon Read
     Inc., Goldman, Sachs & Co., J.P. Morgan & Co.

                                       27

<PAGE>

     and Merrill Lynch & Co. If within 10 days the Partners cannot so mutually
     agree, then the Partners shall promptly meet in person and on a random
     basis select one name from among the Eligible Firms. If either Partner
     objects to the Eligible Firm so selected, another name shall be randomly
     selected and such process shall continue until such time as the Partners
     agree on the Eligible Firm selected or there is only one Eligible Firm
     left, in which case that Eligible Firm shall serve as the Firm, unless it
     cannot be so engaged, in which case the next to last Eligible Firm selected
     shall render the Value Opinion in writing to the Partners and the
     Partnership on or before the 30th day after the Exercise Date and the cost
     of such opinion shall be borne entirely by the Partnership.

          (C) The Option may be exercised by E Partner by the giving of written
     notice to I Partner of such exercise at any time within 60 days of the
     Partners' receipt of the Value Opinion and such Option shall be deemed to
     be exercised as of such Exercise Date.

          (D) In consideration for the grant by I Partner of the Option, E
     Partner agrees to pay, or cause to be paid, to I Partner an amount equal to
     the Option Price plus interest on such amount at a rate per annum equal to
     the three-month London Interbank Offered Rate (LIBOR) as published in The
     Wall Street Journal from the Exercise Date to the date of payment. Payment
     of the Option Price for the Option exercised and such interest shall be
     made in immediately available funds on or before the tenth day following
     the giving of notice pursuant to Section 9.1(C) for which the Option was
     exercised. Upon payment of the Option Price and such interest, the
     Percentage Interest of I Partner shall automatically be decreased to zero
     and the Percentage Interest of E Partner shall be increased by a similar
     percentage.

     SECTION 9.2 I Partner's Right of Offer. If E Partner decides to sell all or
     a part of its Percentage Interest in the Partnership, E Partner, at least
     60 days before the closing date of such sale, shall inform I Partner of its
     intention to make such a sale. I Partner shall have the right to offer to
     acquire all or a portion of E Partner's Percentage Interest in the
     Partnership, but E Partner shall not in any way be required to sell all or
     any of its Percentage Interest to I Partner pursuant to any offer submitted
     by I Partner.

                     ARTICLE X - DISSOLUTION AND LIQUIDATION

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     SECTION 10.1 Term and Dissolution. The Partnership commenced as of February
_______, 1998, and shall continue until February , 2096, at which time the
Partnership shall dissolve or until dissolution occurs prior to that date for
any one of the following reasons (each, an "Event of Termination"):

          (A) An Involuntary Withdrawal or a voluntary withdrawal, even though
     in violation of this Agreement, of the General Partner unless, within
     ninety (90) days after such event of withdrawal, a majority of the Limited
     Partners remaining agree in writing to the continuation of the Partnership
     and to the appointment of a Successor General Partner;

          (B) Entry of a decree of judicial dissolution of the Partnership under
     the Act;

                                       28

<PAGE>

          (C) The sale, exchange or other disposition of all or substantially
     all of the Partnership Assets;

          (D) The dissolution, winding-up, cessation of business, withdrawal or
     removal of all of the Partners; or

          (E) The affirmative vote of the holders of not less than two-thirds of
     the Limited Partner Interests.

     SECTION 10.2 Winding-Up. Upon the occurrence of an Event of Termination, if
the Partnership is not continued as provided  herein,  the  Partnership  affairs
shall be wound up as follows:

          (a) The General Partner shall cause to be made a proper accounting of
     the Capital Account of each Partner and of the Profits and Losses of the
     Partnership from the date of the last previous accounting to the date of
     dissolution. Financial statements presenting such accounting shall include
     a report of a certified public accountant. The General Partner shall also
     cause to be prepared a statement of the assets and liabilities of the
     Partnership as of the date of dissolution.

          (b) The assets and properties of the Partnership shall be liquidated
     as promptly as possible, and receivables collected, subject to Section
     10.5, all in an orderly and businesslike manner so as not to involve undue
     sacrifice. Notwithstanding the foregoing, the Partners may determine not to
     sell, or authorize the sale of, all or any portion of the assets and
     properties of the Partnership, in which event such assets and properties
     shall be distributed in kind pursuant to Section 10.3(A).

     SECTION 10.3 Liquidation of Partnership Assets.

          (A) Subject to Section 10.3(E), in the event of dissolution pursuant
     to Section 10.1, the Partnership shall continue solely for purposes of
     winding up the affairs of, achieving a final termination of, and
     satisfaction of the creditors of, the Partnership. The General Partner (or,
     if there is no General Partner remaining, any Person elected by a majority
     in interest of the Limited Partners (the "Liquidator")) shall be
     responsible for oversight of the winding up and dissolution of the
     Partnership. The Liquidator shall obtain a full accounting of the assets
     and liabilities of the Partnership and shall obtain a report of a certified
     public accountant and such Partnership Assets shall be liquidated as
     promptly as the Liquidator is able to do so without any undue loss in
     value, with the proceeds therefrom applied and distributed in the following
     order:

               (1) First, to the discharge of Partnership debts and liabilities
          to creditors other than Partners;

               (2) Second, to the discharge of Partnership debts and liabilities
          to the Partners (including Partner Loans); and

                                       29

<PAGE>

               (3) The balance, if any, to the Partners in accordance with their
          positive Capital Accounts after giving effect to all contributions,
          distributions and allocations for all periods.

          (B) In accordance with Section 10.3(A), the Liquidator shall proceed
     without any unnecessary delay to sell and otherwise liquidate the
     Partnership Assets; provided, however, that if the Liquidator shall
     determine that an immediate sale of part or all of the Partnership Assets
     would cause undue loss to the Partners, the Liquidator may defer the
     liquidation except (i) to the extent provided by the Act or (ii) as may be
     necessary to satisfy the debts and liabilities of the Partnership to
     Persons other than the Partners.

          (C) If, in the sole and absolute discretion of the Liquidator, there
     are Partnership Assets that the Liquidator will not be able to liquidate,
     or if the liquidation of such assets would result in undue loss to the
     Partners, the Liquidator may distribute such Partnership Assets to the
     Partners in-kind, in lieu of cash, as tenants-in-common in accordance with
     the provisions of Section 10.3(A). The foregoing notwithstanding, such
     in-kind distributions shall only be made if in the Liquidator's good faith
     judgment that is in the best interest of the Partners.

          (D) Upon the complete liquidation and distribution of the Partnership
     Assets, the Partners shall cease to be Partners of the Partnership, and the
     Liquidator shall execute, acknowledge and cause to be filed all
     certificates and notices required by law to terminate the Partnership. Upon
     the dissolution of the Partnership pursuant to Section 10.1, the Liquidator
     shall cause to be prepared, and shall furnish to each Partner, a statement
     setting forth the assets and liabilities of the Partnership. Promptly
     following the complete liquidation and distribution of the Partnership
     Assets, the Liquidator shall furnish to each Partner a statement showing
     the manner in which the Partnership Assets were liquidated and distributed.

          (E) Notwithstanding the foregoing provisions of this Section 10.3, in
     the event that the Partnership shall dissolve as a result of the expiration
     of the term provided for herein or as a result of the occurrence of an
     event of the type described in Section 10.1(B) or (C), then each Limited
     Partner shall be deemed to have delivered a Redemption Notice on the date
     of such dissolution. In connection with each such Redemption Notice, the
     General Partner shall have the option of either (i) complying with the
     redemption procedures contained in Article IX or (ii) at the request of any
     Limited Partner, delivering to such Limited Partner, Partnership property
     approximately equal in value (after taking into account the liabilities
     hereto referred to) the amount otherwise distributable to such Partner
     under Section 10.3(A)(3) hereof upon the assumption by such Limited Partner
     of such Limited Partner's proportionate share of the Partnership's
     liabilities and payment by such Limited Partner (or the Partnership) of any
     excess (or deficiency) of the value of the property so delivered over the
     amount otherwise distributable to such Partner under Section 10.3(A)(3). In
     lieu of requiring such Limited Partner to assume its proportionate share of
     Partnership liabilities, the General Partner may deliver to such Limited
     Partner unencumbered Partnership property approximately equal in value to
     the amount otherwise distributable to such Partner under Section
     10.3(A)(3).

                                       30

<PAGE>

     SECTION 10.4 Effect of Treasury Regulations.

          (A) In the event the Partnership is "liquidated" within the meaning of
     Treasury Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be
     made pursuant to this Article X to the General Partner and the Limited
     Partners, who have positive Capital Accounts in compliance with Treasury
     Regulations Section 1.704-1(b)(2)(ii)(b)(2). If any Partner has a deficit
     balance in its Capital Account (after giving effect to all contributions
     (without regard to this Section 10.3(A)), distributions and allocations),
     such Partner shall have no obligation to make any contribution to the
     capital of the Partnership. Any deficit restoration obligation pursuant to
     the provisions hereof shall be for the benefit of creditors of the
     Partnership or any other Person to whom any debts, liabilities, or
     obligations are owed by (or who otherwise has any claim against) the
     Partnership or the general partner, in its capacity as General Partner of
     the Partnership.

          (B) In the event the Partnership is "liquidated" within the meaning of
     Treasury Regulations Section 1.704-1(b)(2)(ii)(g) but there has been no
     dissolution of the Partnership under Section 10.1 hereof, then the
     Partnership Assets shall not be liquidated, the Partnership's liabilities
     shall not be paid or discharged and the Partnership's affairs shall not be
     wound up. In the event of such a liquidation there shall be deemed to have
     been a distribution of Partnership Assets in kind to the Partners in
     accordance with their respective Capital Accounts followed by a
     recontribution of the Partnership Assets by the Partners also in accordance
     with their respective Capital Accounts.

     SECTION 10.5 Time for Winding-Up. Anything in this Article X
     notwithstanding, a reasonable time shall be allowed for the orderly
     winding-up of the business and affairs of the Partnership and the
     liquidation of the Partnership Assets in order to minimize any potential
     for losses as a result of such process. During the period of winding-up,
     this Agreement shall remain in full force and effect and shall govern the
     rights and relationships of the Partners inter se.

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                      ARTICLE XI - AMENDMENTS AND MEETINGS

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     SECTION 11.1 Amendment Procedure.

          (A) Amendments to this Agreement may be proposed by the General
     Partner. An amendment may be made by the General Partner without the
     Consent of any Limited Partner; provided, however, that no amendment shall
     be adopted if it would (i) convert a Limited Partner's Partnership Interest
     into a general partner interest, (ii) increase the liability of a Limited
     Partner under this Agreement, (iii) except as otherwise permitted in this
     Agreement, alter the amount of or a Partner's rights to distributions set
     forth in Article V or X, or the allocations set forth in Article IV, (iv)
     cause the early termination of the Partnership (other than pursuant to the
     terms hereof) or (v) amend this Section 11.1(A) or any provision contained
     in Article IX, in each case without the Consent of each Partner adversely
     affected thereby. In connection with any proposed amendment of this
     Agreement requiring Consent, the General Partner shall either call a
     meeting to solicit the vote of the Partners or seek the written vote of the
     Partners to such amendment.

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<PAGE>

     In the case of a request for a written vote, the General Partner shall be
     authorized to impose such reasonable time limitations for response, but in
     no event less than ten (10) days, with the failure to respond being deemed
     a vote consistent with the vote of the General Partner.

          (B) Notwithstanding the foregoing, amendments may be made to this
     Agreement by the General Partner, without the Consent of any Limited
     Partner, to (i) add to the representations, duties or obligations of the
     General Partner or surrender any right or power granted to the General
     Partner herein; (ii) cure any ambiguity, correct or supplement any
     provision herein which may be inconsistent with any other provision herein
     or make any other provisions with respect to matters or questions arising
     hereunder which will not be inconsistent with any other provision hereof;
     (iii) reflect the admission, substitution, termination or withdrawal of
     Partners in accordance with this Agreement; or (iv) satisfy any
     requirements, conditions or guidelines contained in any order, directive,
     opinion, ruling or regulation of a federal or state agency or contained in
     federal or state law. The General Partner shall reasonably promptly notify
     the Limited Partners whenever it exercises its authority pursuant to this
     Section 11.1(B).

          (C) Within ten (10) days of the making of any proposal to amend this
     Agreement, the General Partner shall give all Partners Notice of such
     proposal (along with the text of the proposed amendment and a statement of
     its purposes).

     SECTION 11.2 Meetings and Voting.

          (A) Meetings of Partners may be called by the General Partner. The
     General Partner shall give all Partners Notice of the purpose of such
     proposed meeting not less than seven (7) days nor more than thirty (30)
     days prior to the date of the meeting. Meetings shall be held at a
     reasonable time and place selected by the General Partner. Whenever the
     vote or Consent of Partners is permitted or required hereunder, such vote
     or Consent shall be requested by the General Partner and may be given by
     the Partners in the same manner as set forth for a vote with respect to an
     amendment to this Agreement in Section 11.1(A).

          (B) Any action required or permitted to be taken at a meeting of the
     Partners may be taken without a meeting if a written consent setting forth
     the action to be taken is signed by the Partners owning Percentage
     Interests required to vote in favor of such action, which consent may be
     evidenced in one or more instruments. Consents need not be solicited from
     any other Partner if the written consent of a sufficient number of Partners
     has been obtained to take the action for which such solicitation was
     required.

          (C) Each Limited Partner may authorize any Person or Persons,
     including without limitation the General Partner, to act for him by proxy
     on all matters on which a Limited Partner may participate. Every proxy (i)
     must be signed by the Limited Partner or his attorney-in-fact, (ii) shall
     expire eleven (11) months from the date thereof unless the proxy provides
     otherwise and (iii) shall be revocable at the discretion of the Limited
     Partner granting such proxy.

                                       32


<PAGE>

                     ARTICLE XII - MISCELLANEOUS PROVISIONS

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     SECTION 12.1 Title to Property. All property owned by the Partnership,
whether real or personal, tangible or intangible, shall be deemed to be owned by
the Partnership as an entity, and no Partner, individually, shall have any
ownership of such property. The Partnership may hold any of its assets in its
own name or, in the name of its nominee, which nominee may be one or more
individuals, corporations, partnerships, trusts or other entities.

     SECTION 12.2 Other Activities of Limited Partners. Except as expressly
provided otherwise in this Agreement or in any other agreement entered into by a
Limited Partner or any Affiliate of a Limited Partner and the Partnership, the
General Partner or any Subsidiary of the Partnership or the General Partner, any
Limited Partner or any Affiliate of any Limited Partner may engage in, or
possess an interest in, other business ventures of every nature and description,
independently or with others, whether or not such other enterprises shall be in
competition with any activities of the Partnership, the General Partner or any
Subsidiary of the Partnership or the General Partner; and neither the
Partnership, the General Partner, any such Subsidiary nor the other Partners
shall have any right by virtue of this Agreement in and to such independent
ventures or to the income or profits derived therefrom.

     SECTION 12.3 Power of Attorney.

          (A) Each Partner hereby irrevocably appoints and empowers the General
     Partner (which term shall include the Liquidator, in the event of a
     liquidation, for purposes of this Section 12.3) and each of their
     authorized officers and attorneys-in-fact with full power of substitution
     as his true and lawful agent and attorney-in-fact, with full power and
     authority in his name, place and stead to:

               (1) make, execute, acknowledge, publish and file in the
          appropriate public offices (a) any duly approved amendments to the
          Certificate pursuant to the Act and to the laws of any state in which
          such documents are required to be filed; (b) any certificates,
          instruments or documents as may be required by, or may be appropriate
          under, the laws of any state or other jurisdiction in which the
          Partnership is doing or intends to do business; (c) any other
          instrument which may be required to be filed by the Partnership under
          the laws of any state or by any governmental agency, or which the
          General Partner deems advisable to file; (d) any documents which may
          be required to effect the continuation of the Partnership, the
          admission, withdrawal or substitution of any Partner pursuant to
          Article VIII, dissolution and termination of the Partnership pursuant
          to Article X, or the surrender of any rights or the assumption of any
          additional responsibilities by the General Partner; (e) any document
          which may be required to effect an amendment to this Agreement to
          correct any mistake, omission or inconsistency, or to cure any
          ambiguity herein, to the extent such amendment is permitted by Section
          11.1(B); and (f) all instruments (including this Agreement and
          amendments and restatements hereof) relating to the determination of
          the rights, preferences and privileges of any class or series of
          Partnership Units issued pursuant to Section 4.2(B) of this Agreement;
          and

                                       33

<PAGE>

               (2) sign, execute, swear to and acknowledge all voting ballots,
          consents, approvals, waivers, certificates and other instruments
          appropriate or necessary, in the sole discretion of the General
          Partner, to make, evidence, give, confirm or ratify any vote, consent,
          approval, agreement or other action which is made or given by the
          Partners hereunder or is consistent with the terms of this Agreement
          and appropriate or necessary, in the sole discretion of the General
          Partner, to effectuate the terms or intent of this Agreement.

          (B) Nothing herein contained shall be construed as authorizing the
     General Partner to amend this Agreement except in accordance with Article
     XI or as may be otherwise expressly provided for in this Agreement.

          (C) The foregoing grant of authority (i) is a special power of
     attorney, coupled with an interest, and it shall survive the Involuntary
     Withdrawal of any Partner and shall extend to such Partner's heirs,
     successors, assigns and personal representatives; (ii) may be exercised by
     the General Partner for each and every Partner acting as attorney-in-fact
     for each and every Partner; and (iii) shall survive the Transfer by a
     Limited Partner of all or any portion of its Interest and shall be fully
     binding upon such transferee; except that the power of attorney shall
     survive such assignment with respect to the assignor Limited Partner for
     the sole purpose of enabling the General Partner to execute, acknowledge
     and file any instrument necessary to effect the admission of the transferee
     as a Substitute Limited Partner. Each Partner hereby agrees to be bound by
     any representations made by the General Partner, acting in good faith
     pursuant to such power of attorney. Each Partner shall execute and deliver
     to the General Partner, within fifteen (15) days after receipt of the
     General Partner's request therefor, such further designations, powers of
     attorney and other instruments as the General Partner deems necessary to
     effectuate this Agreement and the purposes of the Partnership.

     SECTION 12.4 Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery, (i) if to a Limited Partner, at the most current address given by such
Limited Partner to the General Partner by means of a notice given in accordance
with the provisions of this Section 12.4, which address initially is the address
contained in the records of the General Partner, or (ii) if to the General
Partner,101 Wood Avenue, Iselin, New Jersey 08830, Attn: President.

     All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if hand delivered; five business days
after being deposited in the mail, postage prepaid, if mailed; when answered
back, if telexed; or when receipt is acknowledged, if telecopied.

     SECTION 12.5 Further Assurances. The parties agree to execute and deliver
all such documents, provide all such information and take or refrain from taking
any action as may be necessary or desirable to achieve the purposes of this
Agreement and the Partnership.

                                       34

<PAGE>

     SECTION 12.6 Titles and Captions. All article or section titles or captions
in this Agreement are solely for convenience and shall not be deemed to be part
of this Agreement or otherwise define, limit or extend the scope or intent of
any provision hereof.

     SECTION 12.7 Applicable Law. This Agreement, and the application or
interpretation thereof, shall be governed exclusively by its terms and by the
law of the Commonwealth of Pennsylvania, without regard to its principles of
conflicts of laws.

     SECTION 12.8 Binding Agreement. This Agreement shall be binding upon the
parties hereto, their heirs, executors, personal representatives, successors and
permitted assigns.

     SECTION 12.9 Waiver of Partition. Except as may be otherwise provided by
law in connection with the winding-up, liquidation and dissolution of the
Partnership, each of the parties hereto irrevocably waives during the term of
the Partnership any right that it may have to maintain any action for partition
with respect to any property of the Partnership.

     SECTION 12.10 Counterparts and Effectiveness. This Agreement may be
executed in several counterparts, which shall be treated as originals for all
purposes, and all so executed shall constitute one agreement, binding on all of
the parties hereto, notwithstanding that all the parties are not signatory to
the original or the same counterpart. Any such counterpart shall be admissible
into evidence as an original hereof against each Person who executed it. The
execution of this Agreement and delivery thereof by facsimile shall be
sufficient for all purposes, and shall be binding upon any party who so
executes.

     SECTION 12.11 Survival of Representations. All representations and
warranties herein shall survive the dissolution and final liquidation of the
Partnership.

     SECTION 12.12 Entire Agreement. This Agreement (and all Exhibits hereto)
contains the entire understanding among the parties hereto and supersedes all
prior written or oral agreements among them respecting the within subject
matter, unless otherwise provided herein.

     SECTION 12.13 Property Rights. All books, records and accounts maintained
exclusively for the Partnership (including, without limitation, marketing
reports and all other data whether stored on paper or in electronic or other
form), and any contracts or agreements entered into by or exclusively on behalf
of the Partnership, and all technology developed by the Partnership shall at all
times be the exclusive property of the Partnership. All property (real or
personal or mixed) purchased with Partnership funds, and all moneys held or
collected for or on behalf of the Partnership shall at all times be the
exclusive property of the Partnership.

                                       35

<PAGE>


     IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties hereto as of the day and year first above written.

General Partner:  ENGELHARD DT, INC.

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

                                       36

<PAGE>

                                                                       Exhibit 1

                              Schedule of Partners


General Partner                                         Number of Units

Engelhard DT, INC. ................................             1.0

Limited Partners

Engelhard DT, INC. ................................            79.0

ICC Desiccant Technologies, Inc....................            20.0