AFTERMARKET
LICENSE AGREEMENT


AFTERMARKET LICENSE AGREEMENT (this
"Agreement"), dated as of July 21,
2005, between Modine Manufacturing Company, a Wisconsin corporation
("Licensor"), and Modine Aftermarket
Holdings, Inc., a North Carolina corporation
("Licensee").

RECITALS

1.    Licensor has contributed and transferred substantially all
of its assets used in the Aftermarket Business to Licensee pursuant to
the Contribution Agreement dated as of January 31, 2005 among Licensor,
Licensee and the other parties thereto (the
"Contribution Agreement").
Capitalized terms used in this Agreement but not defined herein have
the meanings given to them in the Contribution Agreement.

2.    Licensee wishes to license the use of the Trademarks
specified in Schedule A hereto (the "Licensed
Marks") to be used in the manufacture and sale of (a)
products of the type currently manufactured and sold by the Aftermarket
Business, as well as products that result from any modification of, or
upgrade, alteration or improvement to, such products (collectively, the
"Aftermarket Business Products"),
and (b) products of the type currently manufactured and sold by
Licensee in its aftermarket business, as well as products that result
from any modification of, or upgrade, alteration or improvement to,
such products (collectively with the Aftermarket Business Products, the
"Products").

3.    Licensee
wishes to license the use of the patents specified in Schedule
B hereto (the "Licensed
Patents") to be used in Licensee's conduct of
the Aftermarket Business.

4.    Licensor is willing to grant
such licenses, subject to the terms and conditions contained in this
Agreement.

Accordingly, the parties agree as follows:

I.
GRANT OF TRADEMARK LICENSE

Subject to the terms and conditions
of this Agreement, Licensor grants to Licensee the nonexclusive right
and license to use the Licensed Marks for a period of five years after
the date of this Agreement (the "Marks
Term") to make, have made, use, sell, offer for sale,
have sold or offered for sale, import or otherwise commercialize the
Products. Licensee will not alter the Licensed Marks in any manner.
Without Licensor's prior written consent, Licensee will not use
the Licensed Marks in a form or manner that is inconsistent with the
form and manner in which such Licensed Marks were used by Licensor or
its Affiliates in selling and presenting Products prior to the date
hereof. Following the date hereof, Licensor will not itself knowingly
use, or knowingly grant or license to any other party the right to use,
the Licensed Marks on or in connection with Products if such use, grant
or license would cause Licensor to violate the terms of Section 6.23
(the "Non-Compete Obligations") of
the Agreement and Plan of Merger among Licensor, Licensee and Transpro,
Inc. dated January 31, 2005 (the "Merger
Agreement"); provided, however, that nothing in this
Agreement will be construed as limiting Licensor's ability to use
or to license the use of the Licensed Marks in a manner that would not
cause Licensor to violate the Non-Compete Obligations.

II.
GRANT OF PATENT LICENSE

Subject to the terms and conditions of
this Agreement, Licensor grants to Licensee the nonexclusive right and
license to use the Licensed Patents to make, have made, use, sell,
offer for sale, have sold or offered for sale, import or otherwise
commercialize the Products for so long as any of the Products are
covered by a valid and enforceable claim of such Licensed Patents (with
respect to each Licensed Patent, the "Patent
Term"). As used herein, "Licensed
Patents" means the Licensed Patents listed on
Schedule B and any reissues, divisions, continuations and
continuations-in-part thereof, and Schedule B will be amended
automatically to include the foregoing. Following the date hereof,
Licensor will not itself knowingly use, or knowingly grant or license
to any other party the 









right to use, the Licensed Patents on or in
connection with Products if such use, grant or license would cause
Licensor to violate the Non-Compete Obligations; provided,
however, that nothing in this Agreement will be construed as
limiting Licensor's ability to use or to license the use of
(including to competitors of Licensee) the Licensed Patents in a manner
that would not cause Licensor to violate the Non-Compete
Obligations.

III. GRANT OF ADDITIONAL RIGHTS

3.1    Labeling and Packaging.    Licensor grants to
Licensee the right and license to use labeling, packaging and
promotional materials bearing Licensor's identifying information
for the sale and promotion of the Products for a period not to exceed
two years following the Marks Term (the "Additional
Rights Period") without the prior written consent of
Licensor, or for such shorter period if limited by the requirements of
any law or regulation or if new product labeling and/or packaging or
promotional materials are used by Licensee during the Additional Rights
Period; provided, however, that Licensee may not,
after the 270th day after the date of this Agreement,
package or prepare for distribution or shipping any Products using
packaging materials bearing Licensor's address or phone number or
distribute any promotional materials bearing Licensor's address
or phone number. Notwithstanding the proviso in the preceding sentence,
Licensee will be permitted to use (a) any labeling, packaging or
promotional materials bearing Licensor's address or phone number
during the Additional Rights Period so long as Licensee covers or
overlabels such address or phone number so that it is no longer visible
and (b) any packaging materials in which Products are already packaged
on or prior to such 270th day.

3.2    Fin
Rolls.    Certain of the star fin roll machines and fin rolls
relating thereto and the round fin roll machines and fin rolls relating
thereto included in the Aftermarket Assets (collectively, the
"Fin Roll Equipment and Supplies")
were developed by Licensor using proprietary, non-patented tooling,
drawings and designs, which tooling, drawings, designs and all related
intellectual property, including without limitation the control logic
for certain aspects of the Fin Roll Equipment and Supplies, Licensor
considers to be, and has protected as, trade secret information of
Licensor (the "Fin Roll Trade
Secrets"). Licensee acknowledges and agrees that (a)
it has no right to any of the Fin Roll Trade Secrets, pursuant to this
Agreement or otherwise, except that nothing herein will prohibit
Licensee from using any of the Aftermarket Assets, and (b) Licensor has
no obligation to at any time make such Fin Roll Trade Secrets available
to Licensee. To the extent any maintenance or support is required with
respect to, or any new fin rolls containing the Fin Roll Trade Secrets
are required by Licensor in order to use, any of the Fin Roll Equipment
and Supplies, Licensee may obtain maintenance and support services and
supplies from Licensor in accordance with the terms of the Aftermarket
Transition Services Agreement and the Aftermarket Supply Agreement,
which is attached as Exhibit 1.1G to the Merger Agreement.

IV.
ROYALTY, SUBLICENSES, OWNERSHIP AND QUALITY STANDARDS

4.1    Royalty-Free.    The rights and licenses granted
by this Agreement will be royalty-free and fully paid-up.

4.2    No Sublicensing.    Licensee will have no right
to sublicense any of the rights granted to Licensee by Licensor by this
Agreement without Licensor's prior written consent, except that
Licensee will have the right to extend sublicenses under the rights
licensed by this Agreement without Licensor's prior consent to
one or more wholly owned Subsidiaries of Licensee for use by such
Subsidiaries in conducting the Aftermarket Business but only for so
long as such Subsidiaries remain wholly owned by Licensee.

4.3    Ownership of Licensed Marks and Licensed
Patents.    Licensee acknowledges Licensor's right to the
Licensed Marks, Licensed Patents, Licensor's other identifying
information and the goodwill associated therewith. Licensor represents
and warrants that (a) except as disclosed in Schedule C
hereto, it is the sole owner of all rights in and to the Licensed Marks
and the Licensed Patents and (b) it has full right, power and authority
to grant the licenses hereby granted to Licensee. Licensee acquires no
right, title or interest in the Licensed Marks, the Licensed Patents,
Licensor's 

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other identifying information or the goodwill
associated therewith due to its use of such property under the terms
hereof, other than the right to use such property in accordance with
the terms and conditions of this Agreement. All use of the Licensed
Marks by Licensee will inure to Licensor's benefit. Licensee may
use its own trademarks or service marks in combination with the
Licensed Marks for the Marks Term; provided, however, that Licensor
will acquire no right, title or interest in such Licensee trademarks or
service marks as a result thereof.

4.4    Registration.    Licensor will either maintain
the federal registration of each Licensed Mark that is registered with
the United States Patent and Trademark Office throughout the Marks Term
or offer to transfer such Licensed Mark to Licensee for no charge.
Licensor will either maintain all patent rights in respect of each
Licensed Patent during the applicable Patent Term or offer to transfer
such Licensed Patent to Licensee for no charge.

4.5    Quality Standards.    (a) Licensee will ensure
that the quality of all Products other than Radiator Products (as
defined below) manufactured by Licensee or sold or promoted by Licensee
using or bearing the Licensed Marks will be equal to or better than the
highest quality standard of the following: (a) the quality of such
Products when manufactured by Licensor or its Affiliates or by Licensee
or its Affiliates prior to the date of this Agreement; and (b) the
minimum standard for such Products specified by any applicable laws or
regulations or any business or trade organization relating to such
Products. Licensee will cooperate with Licensor in facilitating
Licensor's control of the quality standards set forth in this
Section 4.5(a) with respect to such Products manufactured, sold or
promoted by Licensee bearing the Licensed Marks and/or using the
Licensed Marks, including permitting reasonable inspection and testing
of such Products by Licensor.

(b) Licensee will ensure that the
quality of Products that are radiators manufactured by Licensee or sold
or promoted by Licensee using or bearing the Licensed Marks (the
" Radiator Products") will be equal
to or better than the quality standards set forth on Schedule
D. Licensee will cooperate with Licensor in facilitating
Licensor's control of the quality standards set forth in this
Section 4.5(b) with respect to the Radiator Products manufactured, sold
or promoted by Licensee bearing the Licensed Marks and/or using the
Licensed Marks, including permitting reasonable inspection and testing
of the Radiator Products by Licensor.

(c) Notwithstanding the
above, Modine acknowledges that the following Licensee products do not
currently meet the standards set forth on Schedule D: (i)
radiators in which a GM 4-plate standard oil cooler was replaced by a
Transpro revision A 1.25 concentric oil cooler; and (ii) foreign car
model radiators with concentric oil coolers at revision A1 design level
supplied to Licensee by Enterex ("Noncompliant
Product"). Licensee shall cease all sales of
Noncompliant Product within six months from the date hereof.

(d)
Licensee will comply with all applicable laws and regulations and
obtain all appropriate government approvals pertaining to the
manufacture, sale and distribution of all Products manufactured, sold
or promoted using the Licensed Marks and/or Licensed Patents.

V. INFRINGEMENT PROCEEDINGS

Licensee and Licensor will
notify each other of any unauthorized use of the Licensed Marks and/or
Licensed Patents by others promptly after such use comes to its
attention. At its expense, Licensor may, but will not be required to,
take reasonable and appropriate action to prevent infringement of or
unfair competition with respect to the Licensed Marks and/or Licensed
Patents. If Licensor does not decide to take any action within 60 days
after being notified of the infringement, Licensee may notify Licensor
in writing of its intention to prosecute the action at its own expense.
Licensor will have 30 days in which to respond to Licensee regarding
its planned action in response to Licensee's notification, which
action is in Licensor's reasonable discretion. If the response
does not entail Licensor responding to the infringement, or if Licensor
fails to respond to Licensee within the 30-day period, Licensee will be
entitled to undertake the action at Licensee's expense. Licensee
and Licensor will keep each other apprised of all material developments
in the case and will make no settlement of the action that could impair
the goodwill or reputation of the Licensed Marks or the Licensed
Patents. Regardless of which party prosecutes an infringement claim,
the damages recovered 

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by the parties will first be used to reimburse
the expenses on a pro rata basis that each party incurred in pursuing
the prosecution. If there are recovered damages in excess of expenses,
then the recovered damages will be allocated between the parties in
accordance with the damage suffered by each.

VI.
TERMINATION

6.1    Termination for Breach.    (a)
In the event of a final judicial determination not subject to appeal or
a written agreement or acknowledgement of the parties that (i)
Licensee materially breached Section 4.5(a) or Section 4.5(c) of this
Agreement on a substantial, continuous basis over a 60-day period
beginning with notice of an alleged breach of the same nature by
Licensor and (ii) such breach adversely affected the value of the
Licensed Marks as used by Licensor in its businesses, Licensor may,
upon 180 days' written notice to Licensee given after such
determination, agreement or acknowledgement, terminate this Agreement;
provided, however, that (i) no alleged breach of Section 4.5(a) or
Section 4.5(c) will constitute a material breach for purposes of this
Section 6.1 if it results from operation of Licensee's business
in substantially the same manner as it was operated by Licensor prior
to the date hereof and (ii) Licensor will not have any termination
right in respect of any breach by Licensee caused primarily by a
material breach of any Ancillary Commercial Agreement (as defined in
the Merger Agreement) by Licensor.

(b) In the event that
Licensor determines in good faith that Licensee has materially breached
Section 4.2, Section 4.5(b) or, with respect to Radiator Products,
Section 4.5(c) of this Agreement and that such breach has had or could
reasonably be expected to have an adverse effect on the value of the
Licensed Marks as used by Licensor in its businesses, Licensor may (i)
terminate the Marks Term upon 90 days' prior written notice to
Licensee, which notice must specify the breach, unless Licensee cures
the breach within such 90-day period, and (ii) terminate the remainder
of this Agreement only if the conditions outlined in Section 6.1(a)
above are satisfied.

6.2    Obligations upon
Termination.    (a) At the conclusion or earlier termination of
the Marks Term, Licensee will discontinue all use of the Licensed Marks
and any trademarks, service marks or designations confusingly similar
to the Licensed Marks; provided, however, that Licensee may sell out
any then existing inventory of Products bearing the Licensed Marks and
use up any then existing inventory of related promotional materials
bearing the Licensed Marks so long as the Products and such materials
comply in all material respects with Section 4.5.

(b) Upon
termination of this Agreement for breach as specified above, Licensee
will discontinue all use of the Licensed Patents; provided, however,
that Licensee may sell out any then existing inventory of Products
manufactured using the Licensed Patents so long as the Products comply
in all material respects with Section 4.5.

VII. INDEMNIFICATION
AND LIMITATION ON DAMAGES

7.1    Indemnification.    Licensee will assume full
responsibility for all Products manufactured or sold by it bearing or
sold using the Licensed Marks and/or Licensed Patents and will
indemnify and hold Licensor, its Affiliates and each of their
respective officers, directors, employees and agents and each of the
successors and assignees of any of the foregoing harmless from and
against any and all losses, damages, costs, expenses, liabilities,
obligations and claims of any kind (including claims for product
liability or strict liability caused by defective products, reasonable
attorneys' fees and other costs and expenses) with respect to
such Products, even if such claims arise after the Marks Term, any
Patent Term or the earlier termination of this Agreement. These
obligations will survive termination of this Agreement.

7.2    Limitation on Damages.    Neither party will be
entitled to recover any consequential, indirect or punitive damages
(including lost profits or lost revenues) from the other party arising
out of the matters covered by this Agreement, regardless of the form of
the claim or action, including claims or actions for indemnification,
tort, or breach of contract, warranty, representation or covenant. For
purposes of clarity, the parties acknowledge that consequential,
indirect or punitive damages recovered by a third party from Licensor
for which Licensor is entitled to be indemnified pursuant to Section
7.1 will be considered to be direct damages resulting from such third
party action and, therefore, not subject to the limitation on damages
set forth in this Section 7.2.

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VIII. MISCELLANEOUS

8.1    Relationship of Parties.    Licensor and
Licensee will for all purposes be deemed to be independent contractors
hereunder, and neither will be considered (nor will any of their
employees, contractors or agents be considered) an agent, employee,
commercial representative, partner, franchisee or joint venturer of the
other or will have any duties or obligations beyond those expressly
provided in this Agreement. Neither party will have any authority,
absent express written permission from the other party, to enter into
any agreement, assume or create any obligations or liabilities, or make
representations on behalf of the other party.

8.2    Interpretation.    (a) When a reference is made
in this Agreement to Sections or Schedules, such reference will be to a
Section or Schedule to this Agreement unless otherwise indicated. The
headings contained in this Agreement are for reference purposes only
and will not affect in any way the meaning or interpretation of this
Agreement. Whenever the words "include,"
"includes" or
"including" are used in this Agreement, they
will be deemed to be followed by the words "without
limitation." Unless the context otherwise requires, (i)
"or" is disjunctive but not necessarily
exclusive, (ii) words in the singular include the plural and vice
versa, and (iii) the use in this Agreement of a pronoun in reference to
a party hereto includes the masculine, feminine or neuter, as the
context may require. All Schedules hereto will be deemed part of this
Agreement and included in any reference to this Agreement. This
Agreement will not be interpreted or construed to require any party to
take any action, or fail to take any action, if to do so would violate
any applicable law.

(b) The parties have participated jointly in
negotiating and drafting this Agreement. In the event that an ambiguity
or a question of intent or interpretation arises, this Agreement will
be construed as if drafted jointly by the parties, and no presumption
or burden of proof will arise favoring or disfavoring any party by
virtue of the authorship of any provision of this Agreement.

(c)
This Agreement may be executed in counterparts, all of which will be
considered one and the same agreement and will become effective when
counterparts have been signed by each of the parties and delivered to
the other party, it being understood that each party need not sign the
same counterpart.

(d) This Agreement and the Contribution
Agreement constitute the entire agreement and supersede all prior
agreements and understandings, both written and oral, among the parties
with respect to the subject matter of this Agreement.

(e) This
Agreement will be governed and construed in accordance with the
internal laws of the State of Delaware applicable to contracts made and
wholly performed within such state, without regard to any applicable
conflict of laws principles.

8.3    Amendment.    No amendment, supplement or
modification of this Agreement will be binding unless executed in
writing by Licensor and Licensee.

8.4    Waiver of
Compliance.    Except as otherwise provided in this Agreement,
the failure by any party to comply with any obligation, covenant,
agreement or condition under this Agreement may be waived by the party
entitled to the benefit thereof only by a written instrument signed by
the party granting such waiver, but such waiver or failure to insist
upon strict compliance with such obligation, covenant, agreement or
condition will not operate as a waiver of, or estoppel with respect to,
any subsequent or other failure. The failure of any party to enforce at
any time any of the provisions of this Agreement will in no way be
construed to be a waiver of any such provision, nor in any way to
affect the validity of this Agreement or any part hereof or the right
of any party hereafter to enforce each and every such provision. No
waiver of any breach of such provisions will be held to be a waiver of
any other or subsequent breach.

8.5    Notices.    All notices required or permitted
pursuant to this Agreement must be given as set forth in the
Contribution Agreement.

8.6    Third Party
Beneficiaries.    Except as otherwise provided in this
Agreement, nothing in this Agreement, expressed or implied, is intended
to confer on any person or entity other than the parties hereto or
their respective successors and permitted assigns any rights, remedies,
obligations or liabilities under or by reason of this Agreement.

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8.7    Successors and
Assigns.    This Agreement will be binding upon and will inure
to the benefit of the signatories hereto and their respective
successors and permitted assigns. Except as set forth in Section 4.2,
neither Licensee nor Licensor may assign this Agreement, or any of
their rights or obligations hereunder, without the prior written
consent of the other party hereto, and any attempt to make any such
assignment without such consent will be null and void. Notwithstanding
the foregoing, Licensor may assign this Agreement, or any of its rights
or obligations hereunder, in connection with a sale of its business.
Any assignment of this Agreement will not relieve the party making the
assignment from any liability under this Agreement.

8.8    Severability.    The illegality or partial
illegality of any or all of this Agreement, or any provision hereof,
will not affect the validity of the remainder of this Agreement, or any
provision hereof, and the illegality or partial illegality of this
Agreement will not affect the validity of this Agreement in any
jurisdiction in which such determination of illegality or partial
illegality has not been made, except in either case to the extent such
illegality or partial illegality causes this Agreement to no longer
contain all of the material provisions reasonably expected by the
parties to be contained herein.

8.9    Submission to
Jurisdiction; Waivers.    Each party irrevocably agrees that any
legal action or proceeding with respect to this Agreement, the
transactions contemplated hereby, any provision hereof, the breach,
performance, validity or invalidity hereof or for recognition and
enforcement of any judgment in respect hereof brought by another party
hereto or its successors or permitted assigns may be brought and
determined in any federal or state court located in the State of
Delaware, and each party hereby irrevocably submits with regard to any
such action or proceeding for itself and in respect to its property,
generally and unconditionally, to the exclusive jurisdiction of the
aforesaid courts. Each party hereby irrevocably waives, and agrees not
to assert, by way of motion, as a defense, counterclaim or otherwise,
in any action or proceeding with respect to this Agreement, the
transactions contemplated hereby, any provision hereof or the breach,
performance, enforcement, validity or invalidity hereof, (a) any claim
that it is not personally subject to the jurisdiction of the
above-named courts for any reason other than the failure to lawfully
serve process, (b) that it or its property is exempt or immune from
jurisdiction of any such court or from any legal process commenced in
such courts (whether through service of notice, attachment prior to
judgment, attachment in aid of execution of judgment, execution of
judgment or otherwise), and (c) to the fullest extent permitted by
applicable laws, that (i) the suit, action or proceeding in any such
court is brought in an inconvenient forum, (ii) the venue of such suit,
action or proceeding is improper, and (iii) this Agreement, or the
subject matter hereof, may not be enforced in or by such courts.

8.10    Specific Performance.    The parties hereby
acknowledge and agree that the failure of any party to perform its
agreements and covenants hereunder will cause irreparable injury to the
other party for which damages, even if available, will not be an
adequate remedy. Accordingly, each party hereby consents to the
issuance of injunctive relief by any court of competent jurisdiction to
compel performance of such party's obligations and to the
granting by any court of the remedy of specific performance of its
obligations hereunder, this being in addition to any other remedy to
which it is entitled at law or in equity.

8.11    Section
365(n) of the Bankruptcy Code.    All rights and licenses
granted under or pursuant to this Agreement are, and will otherwise be
deemed to be, for purposes of Section 365(n) of the United States
Bankruptcy Code (the "Bankruptcy
Code"), licenses of rights to
"intellectual property" as defined under
Section 101(35A) of the Bankruptcy Code. The parties will retain and
may fully exercise all of their respective rights and elections under
the Bankruptcy Code.

8.12    Confidentiality.    The parties acknowledge
that they are subject to, and any confidential information of any
nature whatsoever of a party to this Agreement that is provided or
disclosed to the other party in connection with this Agreement will be
subject to, the confidentiality provisions contained in Section 6.6 of
the Merger Agreement. Such confidentiality obligations will
automatically terminate in their entirety on the Confidentiality
Expiration Date (as defined in the Merger Agreement).

[SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, each of the signatories
hereto has caused this Agreement to be signed by its duly authorized
officer as of this date first above written.


		MODINE
MANUFACTURING COMPANY





		By: /s/ Bradley C.
Richardson                            





		Name: Bradley C. Richardson
 Title: Vice
President, Finance and CFO





		MODINE AFTERMARKET
HOLDINGS, INC.





		By: /s/ Bradley C.
Richardson                            





		Name: Bradley C. Richardson
 Title: Vice
President and Treasurer




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