CERTIFICATION
PURSUANT TO SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002

I, Matthew C.
Wolsfeld, certify that:

1.  I have
reviewed this quarterly report on Form 10-QSB of Northern Technologies International
Corporation;

2.
Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the small business issuer as
of, and for, the periods presented in this report;

4. The
small business issuers other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and
have:

| | (a)
Designed such disclosure controls and procedures, or caused such disclosure  controls and
procedures to be designed under our supervision, to ensure that  material information
relating to the small business issuer, including its  consolidated subsidiaries, is made
known to us by others within those entities,  particularly during the period in which
this report is being prepared;
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| | (b)
Evaluated the effectiveness of the small business issuers disclosure  controls and
procedures and presented in this report our conclusions about the  effectiveness of the
disclosure controls and procedures, as of the end of the  period covered by this report
based on such evaluation; and
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)
Disclosed in this report any change in the small business issuers internal  control
over financial reporting that occurred during the small business  issuers fourth
quarter that has materially affected, or is reasonably  likely to materially affect, the
small business issuers internal control  over financial reporting; and
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5. The
small business issuers other certifying officers and I have disclosed,
based on our most recent evaluation of internal controls over financial
reporting, to the small business issuers auditors and the audit committee
of the small business issuers board of directors (or persons performing
the equivalent function):

| | (a)
All significant deficiencies and material weaknesses in the design or operation  of
internal controls over financial reporting which are reasonably likely to  adversely
affect the small business issuers ability to record, process,  summarize and report
financial information; and
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)
Any fraud, whether or not material, that involves management or other employees  who have
a significant role in the small business issuers internal  controls over financial
reporting.
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Date:  January
13, 2003



Matthew C. Wolsfeld, CPAChief Financial Officer