**Exhibit 10.2**

 

**PROMISSORY NOTE MODIFICATIONAGREEMENT**

** **

THIS PROMISSORY NOTE MODIFICATION AGREEMENT (“Modification”)is made and entered into on January 30, 2008 but is effective as of January 31,2008 by and among Northern Technologies International Corporation (collectively“Borrower”) and NATIONAL CITY BANK, A NATIONAL BANKING ASSOCIATION (“Bank”).

 

WHEREAS, Bank agreed to lend to Borrower an amountnot to exceed the sum of One Million Five Hundred Thousand and 00/100 Dollars($1,500,000.00) (“Loan”), which Loan was evidenced by a certain CommercialNote: Revolving Credit dated August 6, 2004 in the face amount of FiveHundred Thousand and 00/100 Dollars ($500,000.00) (as extended, amended orotherwise modified to date, the “Note”) (the said Note and any other instrumentor document given in connection with or to secure the Loan being collectivelyreferred to as “Loan Documents”).

 

WHEREAS, the parties hereto desire to modify the Noteas hereinafter provided.

 

NOW, THEREFORE, in consideration of the foregoingpromises and the covenants contained herein, the parties hereto agree asfollows:

 

Liability of Borrower.  Borrower hereby ratifies and reconfirmsBorrower’s obligations and all liability to Bank under the terms and conditionsof the Loan Documents and acknowledges that Borrower has no defenses to orrights of set-off against Borrower’s obligations and all liability to Bankthereunder. Borrower further acknowledges that Bank has performed all of Bank’sobligations under the Loan Documents.

 

Modification. The Note is hereby modified to extendthe expiration date from January 31, 2008 to January 31, 2009.

 

The next payment is due February 1, 2008 andmonthly thereafter as set forth in the above mentioned note. Payments prior tothe first scheduled payment above have been made as evidenced by the books andrecords of Bank.

 

Ratification of Loan Documents. The Loan Documentsare in all respects ratified and confirmed by the parties hereto andincorporated by reference herein, and each of the Loan Documents and thisModification shall be read, taken and construed as one and the same instrument.Capitalized terms used herein and not otherwise defined shall have the meaningsgiven to them in the Note. In the event of any conflict between the terms andprovisions of this Modification and the terms and provisions of the Note, theterms and provisions of this Modification shall control.

 

Confession of Judgment. Borrower hereby authorizesany attorney at law to appear in any state or federal court of record in theUnited States of America after the maturity hereof (whether occurring by lapseof time or acceleration), to waive the issuance and service of process, toadmit the maturity of the Note and the amount then appearing due, to confessjudgment against Borrower in favor of the holder hereof for the amount thenappearing due, together with interest and costs of suit, and thereupon torelease all errors and to waive all rights of appeal and stay of execution. Nojudgment shall bar any subsequent judgment. Should any judgment be vacated forany reason, this warrant of attorney nevertheless may thereafter be used forobtaining additional judgments.

 

IN WITNESS WHEREOF, the undersigned have caused thisModification to be executed as of the day and year first above written.

 

WARNING-BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHTTO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BETAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BEUSED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THECREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TOCOMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE. NTIC

 
|   | By:                                                 | Matthew Wolsfeld          |
|--------|-----------------------------------------------------|---------------------------|
|   | Its: CFO                                            |
|   |                                                |
|   | NATIONAL CITY BANK, A  NATIONAL BANKING ASSOCIATION |
|   | By                                                  | Joseph McMullen, Jr. |
|   | Its: VP                                             |

 

 

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