LICENSE AGREEMENT


BY AND BETWEEN


NORTHERN TECHNOLOGIES

INTERNATIONAL CORPORATION


AND


ZERUST (UK) LIMITED


DATED AS OF 20TH JANUARY 1997











LICENSE AGREEMENT


THIS AGREEMENT is
made the 20th day of January 1997


BETWEEN


	
  (1)

  	
  NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION,
  whose principal office is located in Lino Lakes, Minnesota, U.S.A.,
  (hereinafter “NTI”); and

	
   
	
   

	
  (2)
	
  ZERUST (UK) LIMITED a company incorporated
  in England and Wales with number 3248266 and whose registered office is at
  Meadowfield Avenue, Green Lane Industrial Estate, Spennymoor, Co. Durham,
  DLl6 6YJ (hereinafter the “Company”).




ARTICLE 1

	
  1.
	
  DEFINITIONS

	
   
	
   

	
   
	
  For the
  purposes of this Agreement, the following definitions of terms shall apply:

	
   
	
   

	
  1.1
	
  Ancillary Agreements

	
   
	
   

	
   
	
  The
  following are the Ancillary Agreements and the Parties thereto:

	
   
	
   

	
   
	
  1.1.1
	
  Management
  and Sales Representation Agreement between TP and the Company (“Management
  Agreement”);

	
   
	
   
	
   

	
   
	
  1.1.2
	
  License
  Agreement between NTI and the Company (“License Agreement”); and

	
   
	
   
	
   

	
   
	
  1.1.3
	
  Technical
  Assistance and Marketing Support Agreement between NTI and the Company
  (“Technical Assistance Agreement”)

	
   
	
   
	
   

	
   
	
  and
  “Ancillary Agreement” shall be construed accordingly.

	
   
	
   

	
  1.2
	
  At Cost

	
   
	
   

	
   
	
  Without
  profit component of any kind, direct or indirect, to the particular Party in
  the given case (although nothing herein shall preclude such Party from
  recovering all costs - direct and indirect - arising out of any transaction
  with the prescription “At Cost”).

	
   
	
   

	
  1.3
	
  Change of Control

	
   
	
   

	
   
	
  Any change
  in ownership, management, control or scope of business activities of a Party
  which could affect the performance of the duties and/or obligations of such
  Party under the Joint Venture Agreement or any of the Ancillary Agreements.

	
   
	
   

	
  1.4
	
  Company or Joint Venture

	
   
	
   

	
   
	
  Zerust (UK)
  Limited, being that entity created in the Territory by the Parties pursuant
  to the Joint Venture Agreement to conduct the Company’s Business.




1













	
  1.5
	
  Company’s Business

	
   
	
   

	
   
	
  The
  Company’s Business shall be the manufacturing, marketing and distribution of
  Product in the Territory.

	
   
	
   

	
  1.6
	
  Completion

	
   
	
   

	
   
	
  Means
  completion of the Joint Venture Agreement in accordance with its terms.  “Completed” shall be construed
  accordingly.

	
   
	
   

	
  1.7
	
  Effective Date

	
   
	
   

	
   
	
  The date
  upon which the Joint Venture Agreement is Completed.

	
   
	
   

	
  1.8
	
  Joint Venture Agreement

	
   
	
   

	
   
	
  That certain
  Joint Venture Agreement by and between Northern Technologies International
  Corporation, 6680 North Highway 49, Lino Lakes, Minnesota 55014, (“NTI”) and
  TP for the formation and governance of a new entity under the laws of England
  in the form of a company (the “Company”), which shall be known as Zerust (UK)
  Limited.

	
   
	
   

	
  1.9
	
  Knowhow

	
   
	
   

	
   
	
  The
  technology, formulae, methods and procedures developed by NTI at considerable
  expense over a period of many years, which are unique in nature and essential
  or useful in the proper use and application of the Process, together with all
  improvements and modifications with respect thereto.

	
   
	
   

	
  1.10
	
  Masterbatch

	
   
	
   

	
   
	
  Any
  formulation of the Materials which shall be designated by NTI as appropriate
  to be applied to the specific requirements for corrosion protection, as
  afforded by the Product, of a known customer desirous of protecting an
  identified object (or objects) which are to be subjected to an anticipated
  certain range of corrosive influences. 
  In addition to Materials, Masterbatch shall generally also contain
  other substances for the purpose of facilitating the manufacture of Product
  utilizing the Process.

	
   
	
   

	
  1.11
	
  Materials

	
   
	
   

	
   
	
  The
  constituent materials and chemicals of one or more formulations developed by
  NTI under strict quality controls which are required for utilization of the
  Process.

	
   
	
   

	
  1.12
	
  Net Sales

	
   
	
   

	
   
	
  The total
  proceeds from the sale of Product within the Territory by the Company in normal,
  bona fide commercial transactions on an arm’s length basis to, by, with, or
  through an entity which is not affiliated to any Party of this Agreement,
  less the following items: (i) sales discounts (including sales rebates); (ii)
  sales returns; (iii) shipping and transaction costs, such as Value Added Tax,
  CIF charges and packaging expenses; and (iv) sales commissions to third
  parties.




2











	
  1.13

  	
  NTI Affiliates

  
	
   
	
   

	
   
	
  All entities
  and/or individuals with which NTI has a joint venture relationship, similar in
  character and style but not necessarily identical to the relationship created
  by the Joint.  Venture Agreement and
  the Ancillary Agreements or another form of alliance, for the development,
  manufacture, promotion, marketing, sales and applications engineering of the
  Product, Materials, Knowhow and/or Process anywhere in the world and “NTI
  Affiliate” shall be construed accordingly.

  
	
   
	
   

	
  1.14
	
  NTI Intellectual Property Rights

	
   
	
   

	
   
	
  The Knowhow,
  Materials, Process, NTI Trade Secrets, Product, Masterbatch and Trademark,
  collectively, as such currently exist and shall hereinafter be modified,
  developed and/or acquired by NTI.

	
   
	
   

	
  1.15
	
  NTI Trade Secrets

	
   
	
   

	
   
	
  All
  information deemed and designated confidential, both in the Joint Venture
  Agreement and in the Ancillary Agreements and hereafter, including but not
  limited to information regarding the Product, Knowhow, Process, Materials,
  Masterbatch, technology, customers, research, techniques, processes,
  applications, formulae, cost data, customer lists, suppliers, competition,
  marketing strategy, supply relationships, costs and cost accounting,
  memoranda, diagrams, pictures, computer software and programs and records
  contained therein, sales information, financial information, costs, pricing
  data and profits, relating to the business of NTI, the Company and NTI
  Affiliates (as hereinafter defined) both in the Territory and elsewhere.

	
   
	
   

	
  1.16
	
  Parties

	
   
	
   

	
   
	
  The Parties
  to the Joint Venture Agreement and/or the Ancillary Agreements, their
  successors and permitted assigns and “Party” shall be construed accordingly.

	
   
	
   

	
  1.17
	
  Process

	
   
	
   

	
   
	
  The
  procedure utilizing the Knowhow for the manufacture of polyethylene materials
  with corrosion inhibiting properties derived from the Materials as developed
  and specified by NTI, together with any improvements and modifications of the
  corrosion inhibiting technology as it relates directly to the manufacture of
  corrosion inhibiting polyethylene materials, together with future technology,
  knowledge and product development which is useful in the manufacture of the
  Product.




3











	
  1.18

  	
  Product

  
	
   
	
   

	
   
	
  Corrosion
  inhibiting polyethylene film and solid material of polyethylene in the form
  of boxes, tubes and other containers manufactured by means of the Process,
  incorporating the Materials and utilizing the Trademark.

  
	
   
	
   

	
  1.19
	
  Territory

	
   
	
   

	
   
	
  The United
  Kingdom.

	
   
	
   

	
  1.20
	
  TP

	
   
	
   

	
   
	
  Taylor
  Packaging (Bishop Auckland) Limited (registered number 01999397), whose
  registered office is at Meadowfield Avenue, Green Lane Industrial Estate,
  Spennymoor, Co. Durham, DL16 6YJ;

	
   
	
   

	
  1.21
	
  Trademark

	
   
	
   

	
   
	
  The names
  and style “ZERUST”, “THE ZERUST PEOPLE”, and the colour yellow in relation
  thereto (which, in each case, are the subject of Community Trade Mark
  applications), which includes trade literature, technical specifications and
  application instructions, and promotional material pertaining thereto.

	
   
	
   

	
  ARTICLE 2

	
   

	
  2.
	
  GRANT OF LICENSE BY NTI TO TP

	
   
	
   

	
  2.1
	
  NTI’S Representations

	
   
	
   

	
   
	
  NTI hereby
  represents that it is the owner of the Intellectual Property Rights and that
  it is free to license and to disclose same to the Company.

	
   
	
   

	
  2.2
	
  Grant of License

	
   
	
   

	
   
	
  NTI hereby
  grants to the Company upon the terms, provisions and conditions set forth
  herein, an exclusive, non-transferable right and license under NTI’s
  Intellectual Property Rights to make, have made, use, sell or otherwise
  dispose of the Product incorporating the Materials and Masterbatch under the
  Trademark within the Territory.  The
  Company shall not sell, distribute, promote or solicit customers for the
  Product outside of the Territory in such countries or regions where (i) NTI
  has a corresponding patent(s) filed and in effect; (ii) NTI has licensed or
  otherwise authorized the use of the Trademark; (iii) NTI has granted
  exclusive sales rights to a third party licensee; (iv) NTI has formed an
  alliance with another NTI Affiliate; or (v) NTI engages in the regular sale
  of Product.




4











	
  2.3

  	
  Commitment to NTI

  
	
   
	
   

	
   
	
  If during
  the term of this Agreement, the Company, without the prior written consent of
  NTI, enters into a licence, distribution agreement or any other agreement or
  relationship with any other undertaking for the use of such undertaking’s
  processes, know-how, techniques and procedures which would in any way
  conflict with, substitute or impede the Company’s obligation to develop the
  market relating to the NTI Intellectual Property Rights licensed hereunder,
  NTI shall have the right to terminate this Agreement forthwith.  The Company shall use its best endeavors
  to manufacture and market the Product and to develop the market for the
  Product in the Territory.

  
	
   
	
   

	
  2.4
	
  Enlargement of Scope of NTI Intellectual Property Rights not subject
  to this License

	
   
	
   

	
   
	
  It is
  recognized that over a period of time the scope of the NTI Intellectual
  Property Rights not covered by this License Agreement may expand in related
  areas.  The addition of such new NTI
  Intellectual Property Rights under this License Agreement shall be as
  mutually agreed by NTI and the Company, based upon their joint assessment of the
  prospective market therefor within the Territory and the suitability of
  including such new NTI Intellectual Property Rights within the Company’s
  Business.

	
   
	
   

	
  2.5
	
  Claims against the Company for Infringement

	
   
	
   

	
   
	
  In the event
  that any third party shall claim that the Company is infringing upon its
  patents or other intellectual property rights, the Company shall promptly
  notify NTI of such claims. 
  Thereafter, NTI and the Company shall together determine an
  appropriate course of conduct in response to such claims.

	
   
	
   

	
  ARTICLE 3

	
   
	
   

	
  3.
	
  IMPROVEMENTS AND MODIFICATIONS TO NTI INTELLECTUAL PROPERTY RIGHTS

	
   
	
   

	
  3.1
	
  Ongoing Research and Development by NTI

	
   
	
   

	
   
	
  NTI shall
  continue its efforts in the research and development of the Process and in
  the improvement of the Product and shall make the results of such research
  and development available to the Company.

	
   
	
   

	
  3.2
	
  Improvements by NTI

	
   
	
   

	
   
	
  Any and all
  Knowhow, improvements or modifications, of whatever nature and description,
  made by or through NTI’s efforts or acquired by it or coming under its
  control during the term of this Agreement which relate to the Product and
  which are useful or suitable for use in the Company’s Business, shall be
  deemed to be covered by this Agreement and shall be made available to the
  Company without any payment in addition to the payments provided for in this
  Agreement.  It is understood, however,
  that if NTI should acquire such Knowhow, improvements or modifications
  related to the Product by means of a license from third parties, then NTI’s
  obligations hereunder shall be subject to the provisions of such license.




5











	
  3.3

  	
  Disclosure by NTI to the Company

  
	
   
	
   

	
   
	
  NTI agrees
  to promptly disclose to the Company any and all improvements or modifications
  to the NTI Intellectual Property Rights covered by this license, and any and
  all Knowhow and technical information which NTI may acquire with respect to
  or relating to any such improvements or modifications.  Anything in this Agreement to the contrary
  notwithstanding, in the event that:

  
	
   
	
   

	
   
	
  3.3.1
	
  NTI should
  determine that any improvements or modifications to the Product are
  themselves patentable and the disclosure thereof would in any manner
  adversely affect NTI’s ability to obtain a patent with respect thereto or
  would otherwise be adverse to its best interests, and

	
   
	
   
	
   

	
   
	
  3.3.2
	
  NTI intends
  to file or has filed a patent application with respect thereto, then NTI
  shall be under no obligation to make disclosure thereof to the Company until
  it has obtained adequate patent protection in the opinion of its patent
  counsel.  When such patent protection
  has been obtained, the subject improvements or modifications will be
  disclosed to the Company and the same will fall within the scope of the
  License granted to the Company pursuant to this License Agreement.

	
   
	
   

	
  ARTICLE 4

	
   
	
   

	
  4.
	
  GRANT OF RIGHT AND LICENSE BY THE COMPANY TO NTI

	
   
	
   

	
  4.1
	
  Disclosure of Improvements to NTI by the Company

	
   
	
   

	
   
	
  The Company
  agrees to promptly disclose to NTI any improvements or modifications to NTI
  Intellectual Property Rights of whatever nature or description, which come to
  be learned by the Company or which are made by or through its efforts,
  without any obligation by NTI to make payment therefor.

	
   
	
   

	
  4.2
	
  Grant of Right and License

	
   
	
   

	
   
	
  The Company
  hereby grants to NTI an exclusive, non-transferable, worldwide and fully paid-up
  right and license under any intellectual property rights, trade secrets and
  knowhow owned, controlled, acquired or which may otherwise be transferred or
  granted by the Company during the term of this Agreement to make, have made,
  use, sell or otherwise dispose of products incorporating any or all
  improvements to NTI Intellectual Property Rights and to sublicense third
  parties to do the same.  The term of
  such license shall continue so long as this Agreement and the Ancillary
  Agreements shall be in full force and effect.

	
   
	
   

	
  4.3
	
  Obligations of The Company Concerning the Filing of New Patents

	
   
	
   

	
   
	
  The Company
  agrees that at NTI’s request and at NTI’s cost it will promptly file and
  diligently prosecute applications for letters patents in NTI’s name on any
  and all patentable improvements to NTI Intellectual Property Rights coming
  into its purview in the Territory. 
  The Company further agrees, upon NTI’s request and at NTI’s cost, to
  promptly file and diligently prosecute corresponding patent applications in
  NTI’s name in such other countries outside the Territory as are designated by
  NTI.




6











	
  4.4

  	
  Review of Potentially Infringing Technology

  
	
   
	
   

	
   
	
  In the event
  that the Company shall learn of any technology, processes or patents
  developed or owned by third parties which may infringe or otherwise be in
  conflict with NTI Intellectual Property Rights, then the Company will
  forthwith provide NTI with whatever information it may have with respect
  thereto.  NTI and the Company will
  then consult with one another as to an appropriate course of conduct:

  
	
   
	
   

	
   
	
  4.4.1
	
  taking
  appropriate legal action against such third party for infringement of NTI’s
  Trade Secrets or other NTI Intellectual Property Rights; and/or

	
   
	
   
	
   

	
   
	
  4.4.2
	
  the
  advisability of purchasing, licensing or otherwise acquiring such technology,
  processes or patents of such third parties, in which event such rights as are
  acquired shall be extended to NTI pursuant to Article 4.2 hereof.  Based upon their joint decision, the Company
  shall exert its best efforts to carry out whatever the Parties have
  determined to be in their mutual best interest.

	
   
	
   
	
   

	
  ARTICLE 5

	
   
	
   

	
  5.
	
  ROYALTIES

	
   
	
   

	
  5.1
	
  Basis for Royalties

	
   
	
   

	
   
	
  The Company
  shall pay the royalties to NTI which are provided for in this Article 5 in
  consideration of the grant of license as set forth in Article 2.  Payment of the royalties shall be made
  throughout the term of this License Agreement as compensation for the use of
  NTI Intellectual Property Rights.

	
   
	
   

	
  5.2
	
  Amount of Royalties

	
   
	
   

	
   
	
  The Company
  shall pay to NTI a royalty equal to seven and one-half percent (7.5%) of Net
  Sales from the Company’s Business. 
  Royalties shall be paid in United States Dollars to an account or
  accounts as may be designated by NTI from time to time.

	
   
	
   

	
  5.3
	
  When a Sale is Deemed to Occur

	
   
	
   

	
   
	
  A sale shall
  be deemed to have occurred when Product has been billed, (if applicable) and
  delivered to and paid for by a customer.

	
   
	
   

	
  5.4
	
  License Year

	
   
	
   

	
   
	
  The term
  “License Year” shall mean any twelve (12) month period ending on August 31,
  except that the first License Year shall commence on the Effective Date.




7













	
  5.5
	
  Statements to NTI

	
   
	
   

	
   
	
  Within
  thirty (30) days after the last day of each quarterly period in each License
  Year, the Company shall:

	
   
	
   

	
   
	
  5.5.1
	
  Prepare and
  deliver to NTI a complete and accurate statement setting forth for the
  quarter just ended and separately and cumulatively for and with respect to
  all elapsed quarterly periods for the License Year:

	
   
	
   
	
   

	
   
	
  5.5.2
	
  The total
  amount of Net Sales (broken down in reasonable detail by individual products
  and customers and showing all costs and discounts leading to the
  establishment of the Net Sales figure for each customer); and

	
   
	
   
	
   

	
   
	
  5.5.3
	
  The total
  amount of the royalties on such Net Sales (computed as hereinbefore provided)
  payable to NTI.

	
   
	
   
	
   

	
   
	
  5.5.4
	
  Pay to NTI
  the full amount of the royalties to which it is entitled for and with respect
  to the period or periods of the License Year covered by the statement(s)
  provided for in Article 5.5.1 hereof

	
   
	
   

	
  5.6
	
  Books and Records

	
   
	
   

	
   
	
  The Company
  covenants and agrees:

	
   
	
   

	
   
	
  5.6.1
	
  That it will
  keep complete and accurate records and books of account showing the amount of
  billings to customers and the amount of deductions therefrom in arriving at
  Net Sales and all additional data and information which may be reasonably
  necessary to enable NTI or NTI’s independent accountants to verify the
  completeness and accuracy for each item of information which the Company is
  required to set forth in each of the statements referred to in Article 5.5.1;

	
   
	
   
	
   

	
   
	
  5.6.2
	
  That it will
  keep all such records and books of account at its principal office and will
  preserve each such records and books of account for a period of not less than
  three (3) years from and after the date on which such records or the last
  entry in such books of account was made, whichever shall be later; and

	
   
	
   
	
   

	
   
	
  5.6.3
	
  That it will
  make such records, books of account, data and information available to NTI’s
  representatives and to NTI’s independent accountants and will give to such
  representative or accountants tree and complete access, at any reasonable
  time or times, to all such records, books of account, data and information,
  for the purposes of examining the same and verifying the completeness and
  accuracy of each item of information which the Company is required to set
  forth in each of the statements referred to in Article 5.5.1 hereof.  In addition, NTI shall have the right to
  make copies of any of the foregoing. 
  The Company’s auditors shall in the ordinary course of business
  provide written confirmation and certification to NTI, at least annually, of
  the data to be supplied to NTI pursuant to Article 5.5.1 hereof.  The cost of such reports shall be borne by
  the Company.  In the event that NTI
  shall cause its representatives to confirm or verify the accuracy of the data
  supplied by the Company, then the costs and fees of such representatives
  shall be borne by NTI unless such representatives shall determine, to the
  satisfaction of the Company’s auditors, that there is an understatement in
  the reporting of Net Sales of five (5%) or more, in which event the costs and
  fees of NTI’s representatives and/or accountants shall be borne by the
  Company.




8











	
  ARTICLE 6

  
	
   
	
   

	
  6.

  	
  PROTECTION OF NTI TRADE SECRETS

  
	
   
	
   

	
  6.1

  	
  Recognition of NTI Trade Secrets

  
	
   
	
   

	
   
	
  The Company
  acknowledges and agrees that (i) NTI Intellectual property Rights;
  (ii) other information confidential to NTI and designated herein and
  hereafter relating to the business of NTI, of the Company, and of NTI
  Affiliates, both in the Territory and elsewhere, including but not limited to
  applications of NTI Intellectual Property Rights, cost data and cost
  accounting, customer lists, competition, marketing strategy, supply
  relationships, memoranda, diagrams, pictures, computer software and programs
  as well as records contained therein, sales information, financial
  information, pricing data and margins are also included within the definition
  of NTI Trade Secrets set forth in Article 1.15 hereof and constitute valuable
  property rights of NTI and NTI Affiliates.

  
	
   
	
   

	
  6.2
	
  Protection of NTI Trade Secrets

	
   
	
   

	
   
	
  The Company
  agrees that during the term of this Agreement, as well as following its
  termination and for all times thereafter, it shall keep secret and
  confidential all NTI Trade Secrets which it now knows or may hereafter come
  to know as a result of the Joint Venture Agreement and Ancillary
  Agreements.  NTI Trade Secrets shall
  not be disclosed by the Company to third parties and shall be kept secret and
  confidential except (i) to the extent that the same have entered into the
  public domain by means other than the improper actions of the Company or (ii)
  to the extent that the disclosure thereof may be required pursuant to the
  order of any court or other governmental body.  If an NTI Trade Secret shall be in the public domain as the
  result of an act by the Company or any Agent (as hereinafter defined)
  thereof, then the Company shall nevertheless continue to keep such NTI Trade
  Secrets secret and inviolate.

	
   
	
   

	
  6.3
	
  Protection of NTI Trade Secrets by Agents (as hereinafter defined)
  and Submanufacturers (as hereinafter defined) of the Company

	
   
	
   

	
   
	
  Neither the
  Company, nor its Agents (as hereinafter defined), nor its Submanufacturers
  (as hereinafter defined) shall at any time copy, remove from their proper
  location, or retain without NTI’s prior written consent, the originals or
  copies of any NTI Trade Secrets or of any of the unpublished records, books
  of account, documents, letters, diagrams, computer disks, papers or memoranda
  of NTI or the Company.  It is
  understood that from time to time it may be necessary that certain of the
  foregoing items be copied or removed from their location; however, this shall
  be done subject to the requirement of this Article that the original material
  be returned to its proper location as soon as possible and that the
  confidential nature and integrity of the foregoing as NTI Trade Secrets be
  strictly maintained both as to original documents and copies thereof




9













	
   
	
  6.3.1
	
  Insofar as
  the officers, employees and consultants of the Company (herein collectively
  “Agents”) who come in contact with NTI Trade Secrets are concerned, the
  Company shall cause such Agents to enter into NTI Trade Secrecy Agreements
  substantially in the form of Annex II to this Agreement.  The Company shall exert its best efforts
  to cause its Agents to adhere to and to abide by the provisions, restrictions
  and limitations of the Trade Secrecy Agreements which efforts shall include
  the institution and prosecution of appropriate litigation if such be
  necessary and desirable.

	
   
	
   
	
   

	
   
	
   
	
  6.3.1.1
	
  To the
  extent that the Company provides Masterbatch to Submanufacturers in requisite
  quantities to allow such Submanufacturers to manufacture the Product in the
  Territory in such volumes and forms as may be required for the Company’s
  Business (“Submanufacturers”), it is understood that the Company may find it
  necessary to disclose certain NTI Trade Secrets to such Submanufacturers.

	
   
	
   
	
   
	
   

	
   
	
   
	
  6.3.1.2
	
  NTI Trade
  Secrets shall be disclosed only to such Submanufacturers who have been
  specifically approved in writing by NTI and who have entered into Trade
  Secrecy Agreements with the Company in a form approved by NTI, but
  substantially in the form of the Trade Secrecy Agreement set forth in Annex
  II hereof.

	
   
	
   
	
   
	
   

	
   
	
   
	
  6.3.1.3
	
  Moreover,
  only those NTI Trade Secrets which are absolutely essential for the
  manufacturing activities to be carried on by such Submanufacturers shall be
  disclosed to them.

	
   
	
   
	
   
	
   

	
   
	
  6.3.2
	
  The Company
  shall not transfer ownership, by sale or any other means, of Materials or
  Masterbatch to any Submanufacturers but rather shall provide Masterbatch to
  Submanufacturers without charge for the sole purpose of allowing such
  Submanufacturers to manufacture the Product, incorporating Masterbatch, for
  the account of the Company.  Upon
  completion of any order for the Product by a Submanufacturer, the Company
  shall pay such Submanufacturer for its services and the raw materials
  provided by the Submanufacturer and so take title to the Product, and shall
  require the return of any Masterbatch not utilized in the Process.

	
   
	
   
	
   

	
   
	
  6.3.3
	
  The Parties
  hereby agree and acknowledge that NTI is an intended third party beneficiary
  of the Trade Secrecy Agreements, and that NTI may in its sole discretion, on
  its own behalf or derivatively and/or on behalf of the Company directly
  enforce the provisions of the Trade Secrecy Agreements and/or any breach
  thereof against any and all Agents (as defined in Article 6.3.1 hereof)
  and/or Submanufacturers (as defined in Article 6.3.1.1 hereof) who have
  executed same.




10











	
  6.4

  	
  Remedies in the Event of a Violation of Article 6 hereof

  
	
   
	
   

	
   
	
  It is
  understood and recognized by the Company that in the event of any violation
  by the Company of the provisions of Article 6 hereof, NTI’s remedy at law
  will be inadequate and NTI will suffer irreparable injury.  Accordingly, the Company consents to
  injunctive and other appropriate equitable relief in any court of competent
  jurisdiction in order to protect the NTI Trade Secrets.  Such relief shall be in addition to any
  other relief to which NTI may be entitled at law or in equity.

  
	
   
	
   

	
  ARTICLE 7

	
   
	
   

	
  7.
	
  COVENANT TO OBSERVE THE DOCTRINE OF “CORPORATE OPPORTUNITY”

	
   
	
   

	
  7.1
	
  Doctrine of Corporate Opportunity and Observance Thereof

	
   
	
   

	
   
	
  It is the
  intent of the Parties to this Agreement, the Joint Venture Agreement and to
  the other Ancillary Agreements to deal exclusively with each other with
  respect to the commercial, technical and strategic development of the
  Company’s Business in the Territory. 
  Consequently, the Parties to each agreement cited above hereby
  renounce and covenant not to engage in any activity which would either (a)
  negatively impact on the performance of their duties under the Joint Venture
  Agreement or the Ancillary Agreements in the Territory, or (b) have the
  effect of displacing or substituting the Knowhow, Materials, Process, Product
  or Masterbatch in the Territory; except as agreed to by the Parties in
  furtherance of the Company’s Business.

	
   
	
   

	
  7.2
	
  Agreement Not to Divert Resources

	
   
	
   

	
   
	
  The Company,
  and NTI agree that during the term of this Agreement they shall not, directly
  or indirectly, in any capacity whatsoever, engage in, own, manage, operate,
  control, act as a consultant to, have a financial interest in, or otherwise
  participate in the ownership, licensing, management, operation or control of,
  a business which would impede, substitute, displace or divert Net Sales of
  the Product from the Company within the Territory except through the Company
  in furtherance of the Company’s Business. 
  During said term neither of such Parties shall in any way, directly or
  indirectly, divert, take away or interfere with or attempt to divert, take
  away or interfere with, any of the customers, accounts, suppliers, employees,
  representatives or patronage of the Company. 
  In the event that this Agreement is terminated: (i) because of a
  material Breach of the Joint Venture Agreement by a Party; or (ii) because of
  a material Breach of any Ancillary Agreement by a Party; (iii) upon the
  bankruptcy or other adverse condition of a Party as described in Article 8
  hereof; (iv) pursuant to Article 9 hereof; (v) or upon a Breach of Articles 6
  or 7 hereof, then the Party in Breach or subject to such adverse condition
  shall continue to be bound by the provisions of this Article 7 for a period
  of two years following the date of termination, but shall at no time be
  permitted to use NTI Trade Secrets, as the case may be, for any activity
  outside the Company.




11











	
  7.3

  	
  Remedies for Breach of Agreement Not to Divert Resources

  
	
   
	
   

	
   
	
  It is
  understood and recognized by the Parties that in the event of a violation of
  the provisions of Article 7 hereof by a Party, the remedy at law will be
  inadequate and the Company and the other Parties to the Joint Venture and the
  Ancillary Agreements shall suffer irreparable injury.  Accordingly, each Party to this Agreement
  consents to injunctive or other appropriate equitable relief upon the
  institution of legal proceedings therefor by a non-violating Party.  Such relief shall be in addition to any
  other relief to which a Party may be entitled at law in equity, which shall
  include but not be limited to the right of immediate termination of this
  Agreement.

  
	
   
	
   

	
  ARTICLE 8

	
   
	
   

	
  8.
	
  TERM OF AGREEMENT

	
   
	
   

	
  8.1
	
  Indefinite Term

	
   
	
   

	
   
	
  This
  Agreement shall become effective on the Effective Date and shall, unless
  otherwise terminated in accordance with the provisions hereof, continue in
  effect indefinitely unless:

	
   
	
   

	
   
	
  8.1.1
	
  terminated
  by either Party in accordance with the provisions of Articles 6 or 7 hereof;

	
   
	
   
	
   

	
   
	
  8.1.2
	
  terminated
  by either Party by reason of a Default of this Agreement by the other Party
  which has not been cured or remedied in accordance with Article 9 hereof; or

	
   
	
   
	
   

	
   
	
  8.1.3
	
  any of the
  Ancillary Agreements or the Joint Venture Agreement shall be terminated by a
  Party in accordance with its terms. 
  In such event this Agreement shall likewise terminate on the same
  date, without any further act or notice given by a Party hereto.

	
   
	
   

	
  8.2
	
  Payment of Amounts Due

	
   
	
   

	
   
	
  In the event
  of termination, each Party shall pay to each other Party all amounts due and
  owing pursuant to this Agreement prior to the effective date of termination.

	
   
	
   

	
  8.3
	
  Non- Release of Obligations

	
   
	
   

	
   
	
  The
  termination of this Agreement shall not release the Parties from their
  obligations to settle all financial accounts between themselves in cash
  forthwith.  Notwithstanding the
  termination hereof, each Party shall be responsible for the performance of
  all of its obligations and responsibilities hereunder up to the effective
  date of termination.  As provided in
  Article 6, upon termination of this Agreement NTI Trade Secrets shall
  continue to be kept secret and confidential.




12













	
  ARTICLE 9

	
   
	
   

	
  9.
	
  DEFAULT

	
   
	
   

	
  9.1
	
  Default

	
   
	
   

	
   
	
  A Default
  (“Default”) hereunder shall exist in the event of:

	
   
	
   

	
   
	
  9.1.1
	
  Non-payment
  of funds by one Party to another Party when due and owing; and/or

	
   
	
   
	
   

	
   
	
  9.1.2
	
  A material
  breach (“Breach”) of any provision of the Joint Venture Agreement or the
  Ancillary Agreements other than Articles 6 and/or 7 hereof;

	
   
	
   
	
   

	
   
	
  9.1.3
	
  A breach of
  Articles 6 and/or 7 hereof.

	
   
	
   

	
  9.2
	
  Remedies upon Default

	
   
	
   

	
   
	
  The remedies
  available to each Party in an instance of Default by another Party shall be
  as follows:

	
   
	
   

	
   
	
  9.2.1
	
  If a Party
  shall fail to make any payments required hereunder after the same are due,
  (other than due to governmental delays) or if it shall commit a Breach in the
  performance of, or by failure to observe and comply with, any other material
  term or provision of this Agreement or any of the Ancillary Agreements to be
  performed, observed or complied with by it, then the other Party shall have
  the right to declare a Default and terminate this Agreement unless the Party
  in Default shall cure such failure to pay, and/or Breach or Default, or cause
  the same to be cured, within thirty (30) days (fifteen (15) days in case of
  monetary default) after receipt of written notice from the other Party) provided,
  however, that if the Party in such Breach commences to cure same
  within the curative period specified herein, then the right of termination
  shall be held in abeyance for a reasonable period of time so long as the
  Party in such Breach proceeds to cure such Default with due diligence.  A Party’s right of termination shall be in
  addition to and not in limitation of any of his other rights at law or in
  equity based upon the other Party’s Breach or Default.  Any notice of termination shall stipulate
  the effective date of termination which shall be not less than three (3)
  months nor more than six (6) months following the date that such notice is
  given.

	
   
	
   
	
   

	
   
	
  9.2.2
	
  Notwithstanding
  the forgoing, in the event of a violation of Articles 6 and/or 7 hereof by a
  Party hereto, each other Party may at its sole discretion terminate this
  Agreement with immediate effect upon giving notice to the other Parties as
  provided herein.

	
   
	
   
	
   

	
  9.3
	
  Non-Waiver of Rights

	
   
	
   

	
   
	
  A Party’s
  failure to terminate this Agreement on account of any Breach or Default by
  the other Party as provided in Article 9.1 or 9.2 hereof shall in no event
  constitute or be deemed to constitute a waiver by such Party of its right to
  terminate this Agreement at any time while any such Breach or Default
  continues (subject to the provisions of Article 9.2 hereof), or on account of
  any subsequent Breach or Default by a Party.




13










ARTICLE 10


	
  10.

  	
  ARBITRATION

  
	
   
	
   

	
  10.1

  	
  Arbitration Mandatory

  
	
   
	
   

	
   
	
  Any of the
  following disputes which may arise between the Parties during the term of
  this Agreement, after the termination thereof, or following the liquidation
  or dissolution of the Company, upon failure by the Parties to amicably
  resolve same after mutual good faith negotiations, shall be exclusively
  settled by arbitration:

  
	
   
	
   

	
   
	
  10.1.1
	
  a dispute as
  to whether a Default exists;

	
   
	
   
	
   

	
   
	
  10.1.2
	
  a dispute as
  to whether a Default entitles the non-defaulting Party to terminate this
  Agreement;

	
   
	
   
	
   

	
   
	
  10.1.3
	
  a dispute as
  to the validity of this Article 10;

	
   
	
   
	
   

	
   
	
  10.1.4
	
  a dispute
  relating to the construction, meaning, interpretation, application or effect
  of this Agreement or anything contained herein;

	
   
	
   
	
   

	
   
	
  10.1.5
	
  a dispute as
  to the rights, obligations or liabilities of the Parties hereunder.

	
   
	
   

	
   
	
  Such
  arbitration proceedings shall be conducted in English and shall be carried on
  in the City of Brussels or any other place mutually agreeable to the Parties,
  under the UNCITRAL Arbitration Rules. 
  In such proceedings, the laws of England shall apply.  Judgement upon the award rendered by the
  arbitrator, including an award concerning the payment of costs, attorneys’
  fees, and expenses of the arbitration proceedings, may be entered in any
  court of competent jurisdiction. 
  Notwithstanding anything to the contrary set forth in this Agreement,
  no matter shall be referred to or settled by Arbitration which is:

	
   
	
   

	
   
	
  (a)
	
  based upon a
  Party’s violation of the provisions of this Agreement relating to NTI Trade
  Secrets or Corporate Opportunity, the remedies for which are set forth in
  Articles 6 and 7 hereof.

	
   
	
   
	
   

	
   
	
  (b)
	
  expressed in
  this Agreement to be agreed upon by or determined with the consent or
  approval of both Parties.

	
   
	
   

	
  10.2
	
  Punitive Damages Excluded

	
   
	
   

	
   
	
  Notwithstanding
  the foregoing, the prevailing Party in an arbitration proceeding convened
  hereunder shall be entitled to recover all reasonable damages plus documented
  costs incurred in pursuing its arbitration claim, including but not limited
  to legal fees and travel expenses, but shall not be entitled to exemplary or
  punitive damages.




14













	
  ARTICLE 11

	
   
	
   

	
  11.
	
  GENERAL PROVISIONS

	
   
	
   

	
  11.1
	
  Benefit of Parties

	
   
	
   

	
   
	
  All of the
  terms and provisions of this Agreement, and of the Joint Venture Agreement
  and of the other Ancillary Agreements shall be binding upon the Parties
  executing same and their respective permitted successors and assigns.  Except as expressly provided herein, a
  Party may not assign its rights and obligations to a third party without the
  written consent of the other Party; provided, however, that a
  Party may assign this Agreement and all of its rights hereunder (or a portion
  of this Agreement and the rights hereunder relating thereto) to, or provide
  for the performance of all or part of its obligations hereunder by, a Party
  which controls, is controlled by or is under common control with such
  Party.  In such event, (i) the
  assignor shall unconditionally guarantee the performance and obligations of
  the assignee and shall not be released of its liabilities, obligations and
  responsibility hereunder and (ii) the assignee shall expressly assume in
  writing and agree to perform such obligations, liabilities and
  responsibilities of the assignor.

	
   
	
   

	
  11.2
	
  Counterparts

	
   
	
   

	
   
	
  This
  Agreement may be executed simultaneously in two or more counterparts, each of
  which shall be deemed an original, but all of which together shall constitute
  one and the same instrument.

	
   
	
   

	
  11.3
	
  Cooperation

	
   
	
   

	
   
	
  During the
  term of this Agreement, each Party shall cooperate with and assist the other
  Party in taking such acts as may be appropriate to enable all Parties to
  effect compliance with the terms of the Joint Venture Agreement and the
  Ancillary Agreements and to carry out the true intent and purpose thereof

	
   
	
   

	
  11.4
	
  Index and Captions

	
   
	
   

	
   
	
  The captions
  of the Articles of this Agreement and subsection thereof are solely for
  convenient reference and shall not be deemed to affect the meaning or
  interpretation of any provisions hereof. 
  Notwithstanding the foregoing, the Definitions set forth in Article 1
  hereof shall be incorporated herein as written and made a part hereof

	
   
	
   

	
  11.5
	
  Waiver of Compliance

	
   
	
   

	
   
	
  The Party
  for whose benefit a warranty, representation, covenant or condition is
  intended may in writing waive any inaccuracies in the warranties and
  representations contained in this Agreement or waive compliance with any of
  the covenants or conditions contained herein and so waive performance of any
  of the obligations of the other Parties hereto, and any Breach or Defaults
  hereunder; provided, however, that such waiver shall not affect
  or impair the waiving Party’s rights in respect to any other covenants,
  condition, Breach or Default hereunder.






15












	
  11.6
	
  Force Majeure

	
   
	
   

	
   
	
  In the event
  that a Party is prevented or delayed from performing, fulfilling or
  completing an obligation provided for in this Agreement as a result of delays
  caused by strikes, lock-outs, unavailability of materials, acts of God, acts
  of any national, state or local governmental agency or authority of a foreign
  government, war, insurrection, rebellion, riot, civil disorder, fire,
  explosion or the elements, then the time for performance, fulfillment or
  completion shall be extended for a period not exceeding the number of days by
  which the same was so delayed.  If a
  force majeure event shall be in existence for one year or more, then either
  Party shall have the right to terminate this Agreement at any time thereafter
  by giving at least thirty (30) days written notice of termination to the
  other Party, provided that the force majeure event continues to be in effect
  as of the date that such notice is given.

	
   
	
   

	
  11.7
	
  Notices

	
   
	
   

	
   
	
  All notices,
  requests, demands or other communications which are required or may be given
  pursuant to the terms of this Agreement shall be in writing and delivery
  shall be effective in all respects if delivered (i) by telefax promptly
  confirmed by letter, (ii) personally, (iii) by registered or certified
  air mail, postage prepaid, or (iv) by neutral, commercial courier service
  such as Federal Express, DHL or equivalent, as follows:

	
   
	
   

	
   
	
  If to NTI,
  to
	
  Northern
  Technologies International Corporation

	
   
	
   
	
  6680 North
  highway 49

	
   
	
   
	
  Lino Lakes,
  MN  55014

	
   
	
   
	
  Attention:  President

	
   
	
   
	
  Tel:  612-784-1250

	
   
	
   
	
  Fax:  612-784-2902

	
   
	
   
	
   

	
   
	
  Copy to:
	
  Philip M.
  Lynch

	
   
	
   
	
  One Commerce
  Park Square

	
   
	
   
	
  23200
  Chagrin Blvd., Suite 107

	
   
	
   
	
  Beachwood,
  OH  44122

	
   
	
   
	
  Tel:  216-595-1740

	
   
	
   
	
  Fax:
  216-595-1741

	
   
	
   
	
   

	
   
	
  If to
  Company, to:
	
  Zerust (UK)
  Limited

	
   
	
   
	
  Meadowfield
  Avenue

	
   
	
   
	
  Green Lane
  Industrial Estate

	
   
	
   
	
  Spennymoor

	
   
	
   
	
  Co. Durham

	
   
	
   
	
  DLl6 6YL

	
   
	
   
	
  Attention: -
  Company Secretary

	
   
	
   
	
  Tel:  01388 420 555

	
   
	
   
	
  Fax: 01388
  420 777




16













	
   
	
  Copy to:
	
  Taylor
  Packaging (Bishop Auckland) Limited

	
   
	
   
	
  Meadowfield
  Avenue

	
   
	
   
	
  Green Lane
  Industrial Estate

	
   
	
   
	
  Co. Durham

	
   
	
   
	
  DLl6 6YL

	
   
	
   
	
  Tel:  01388 420 555

	
   
	
   
	
  Fax:  01388 420 777

	
   
	
   
	
   

	
   
	
  or to such
  other address as may be specified in writing by any of the above.

	
   
	
   

	
  11.8
	
  Entire Agreement

	
   
	
   

	
   
	
  This License
  Agreement, together with the Joint Venture Agreement and the other Ancillary
  Agreements and any other documents now or subsequently referred to herein or
  attached hereto which form a part of this Agreement, contain the entire
  understanding of the parties hereto. 
  There are no prior representations, promises, warranties, covenants,
  agreements or undertakings other than those expressly set forth or provided
  for in this Agreement, the Joint Venture Agreement and the other Ancillary
  Agreements, and the same supersede all prior agreements and understandings
  between the Parties with respect to the relationships and transactions
  contemplated by this Agreement.

	
   
	
   

	
  11.9
	
  Validity of Provisions

	
   
	
   

	
   
	
  Should any
  part of this Agreement, the Joint Venture Agreement, or the other Ancillary
  Agreements be declared by any court of competent jurisdiction to be invalid,
  such decision shall not affect the validity of the remaining portion, which
  remaining portion shall continue in full force and effect as if such
  instrument had been executed with the invalid portion thereof eliminated
  therefrom, it being the intent of the Parties that they would have executed
  the remaining portion without including any such part or portion which may
  for any reason be declared invalid. 
  In the event that a provision of this Agreement, the Joint Venture
  Agreement, or any other Ancillary Agreement shall be declared to be invalid,
  then the Parties agree that they shall, in good faith, negotiate with one
  another to replace such invalid provision with a valid provision as similar
  as possible to that which had been held to be invalid, giving due recognition
  to the reason for which such provision had been held invalid.

	
   
	
   

	
  11.10
	
  Governmental Filings

	
   
	
   

	
   
	
  The Company
  shall be responsible for the preparation and filing of all necessary reports
  relating to this Agreement and the transactions contemplated hereby with each
  appropriate government agency in the Territory, and shall maintain all
  required governmental filings and permits current.  NTI shall provide whatever material and information required of
  and available to it in connection with the preparation and filing of such
  reports.




17













	
  11.11
	
  Payments

	
   
	
   

	
   
	
  Any payment
  to be made by the Company to NTI pursuant to any provision of this Agreement
  shall be made by means of a wire transfer or by means of a deposit to a bona
  fide bank account as designated by NTI. 
  NTI shall have the right to specify in writing any bank account to
  which payments due shall be made.

	
   
	
   

	
   
	
   

	
  11.12
	
  Derivative Enforcement

	
   
	
   

	
   
	
  TP may,
  derivatively for and on behalf of the Company, enforce the terms hereof
  against NTI in the event of a material Breach or Default of this Agreement by
  NTI.  In the event of derivative
  enforcement hereunder, the matter shall be submitted to arbitration in
  accordance with the provisions of Article 10 hereof.

	
   
	
   

	
  11.13
	
  Changes Subject to Approval of TP

	
   
	
   

	
   
	
  The parties
  to this Agreement shall not change, modify or amend this Agreement in any
  respect without the prior written consent of TP.

	
   
	
   

	
  11.14
	
  Applicable Law

	
   
	
   

	
   
	
  This
  Agreement shall be read and construed in accordance with and be governed by
  the laws of England.

	
   
	
   

	
  11.15
	
  RTPA

	
   
	
   

	
   
	
  No provision
  of this Agreement, or of any arrangement of which it forms part, by virtue of
  which such agreement or arrangement is subject to registration under the
  Restrictive Trade Practices Act 1976, shall take effect until the day after
  particulars of such agreement or arrangement have been furnished to the
  Director General of Fair Trading pursuant to that Act.  Particulars shall, if necessary, be
  furnished to the Director General of Fair Trading within three months of the
  date of this Agreement.




18










IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.


	
   
	
  NORTHERN
  TECHNOLOGIES

	
   
	
  INTERNATIONAL
  CORPORATION

	
   
	
   
	
   

	
   
	
   
	
   

	
   
	
  By
	
    /s/ Philip
  M. Lynch

	
   
	
   
	
  



  
	
   
	
   
	
   

	
   
	
   
	
  ZERUST (UK)
  LIMITED

	
   
	
   
	
   

	
   
	
   
	
   

	
   
	
  By
	
    /s/

	
   
	
   
	
  



  



19










ANNEX I


APPROVAL OF TAYLOR PACKAGING (BISHOP
AUCKLAND) LIMITED


By its signature hereto Taylor Packaging (Bishop Auckland) Limited
approves and agrees to the terms and provisions of this License Agreement and
the Trade Secrecy Agreement attached hereto, and agrees to be bound thereto to
the extent that such terms and provisions are applicable to it, it being
understood that Taylor Packaging (Bishop Auckland) Limited shall also have a
direct right of action in its own name for the enforcement of the provisions of
this Agreement.


	
   
	
   
	
  TAYLOR
  PACKAGING (BISHOP 

  AUCKLAND) LIMITED

	
   
	
   
	
   

	
   
	
   
	
   

	
   
	
  By
	
    /s/

	
   
	
   
	
  



  



20










ANNEX II

TRADE SECRECY AGREEMENT

THIS AGREEMENT,
dated this [            ] day of [                             ]

BETWEEN:


	
  (1)

  	
  ZERUST (UK) LIMITED a company incorporated
  under the laws of England and Wales with number 3248266 and whose registered
  office is at Meadowfield Avenue, Green Lane Industrial Estate, Spennymoor, Co
  Durham. DLl6 6YT (“the Company”);

	
   
	
   

	
  (2)
	
  [             ]
  (“the Agent”); and

	
   
	
   

	
  (3)
	
  NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION,
  a company organised under the laws of the State of Delaware, USA (“NTI”) the
  principal place of business of which is Lino Lakes, Minnesota, USA.




WHEREAS, the Company is engaged in the development, manufacture, and
sale of various products and services and in research work and, in such
activities, utilizes secret and confidential techniques, methods, processes,
equipment, formulae, customer lists and information;

WHEREAS, the Company receives Technical Assistance and Marketing
Support from Northern Technologies International Company (“NTI”) for the
Promotion, Sale and Application of polyethylene film and solid material of
polyethylene substance in the form of boxes, tubes and other containers
utilizing the trademark “ZERUST” in the Territory (the “Product”); and

WHEREAS, the Company and NTI have expended and will continue to expend
substantial sums of money to train the Agent in the Company’s business
including but not limited to marketing the Product, and without which
expenditures the Agent would have no such training in the Company’s business
and marketing the Product; and

WHEREAS, the Company and NTI have imparted and will continue to impart
to the Agent in the course of his employment and training information
pertaining to the Product, certain processes, technical knowhow, marketing and
sales techniques, customer identities and other confidential information not
now known to the general public, which knowhow and information constitute
valuable, proprietary and confidential trade secrets of the Company and NTI;


NOW THEREFORE, in consideration of the employment of the Agent by the
Company, the special training with respect to the Company’s business and the
Product to be provided to him, and the salary to be paid to the Agent by the
Company during the term of his employment, it is agreed as follows:

	
  1.
	
  The Agent
  agrees that during his employment by the Company and for so long thereafter
  as the same has not (other than a result of disclosure by the Company) entered
  the public domain, he will not, without the prior written consent of the
  Company and NTI, (i) use outside of the service of the Company or (ii)
  disclose or divulge to anyone other than persons designated by the Company,
  any of the following:




21












	
   
	
  a.
	
  any
  knowledge or information of a confidential nature acquired by him with
  respect to the trade secrets of NTI including, but not limited to, process,
  techniques, research, methods technology, equipment, formulae, pricing, cost
  data, technical knowhow, memoranda, marketing/sales strategy, promotion,
  suppliers and customers which he now knows or other confidential information
  of the Company or NTI, knowledge of which is acquired by the Agent during the
  term of his employment by the Company (collectively, “Trade Secrets”).

	
   
	
   
	
   

	
   
	
  b.
	
  any of the
  unpublished records, books of account, documents, letters, diagrams, computer
  disks, papers or memoranda of NTI or (collectively “Internal Data”).

	
   
	
   
	
   

	
  2.
	
  The Agent
  shall at no time copy, remove from their proper location, or retain without
  the Company’s prior written consent, the originals or copies of such Trade
  Secrets or Internal Data.

	
   
	
   

	
  3.
	
  The Agent
  shall not, for a period of three (3) years subsequent to the termination of
  his employment with the Company for any reason, compete, directly or
  indirectly (whether as an employee, partner, investor, shareholder or
  director), or accept any employment with any person or company competing with
  the Company in the marketing, sale of manufacturing of the Product or
  products similar thereto in any place in the Territory which are competitive
  in nature to the business of the Company, if such employment would in its
  inherent nature require the Agent to utilize any of the Trade Secrets,
  Internal Data or portions thereof

	
   
	
   

	
  4.
	
  The Agent
  and the Company hereby agree and acknowledge that NTI is an intended
  beneficiary of this Trade Secrecy Agreement and that NTI shall have the
  incontroversible right to enforce this Trade Secrecy Agreement independently
  of the Company, if NTI, in its sole judgement, chooses to do so, and may
  proceed directly against the Agent for any breach of the Agent’s obligations
  hereunder to the full extent of the law.




IN WITNESS WHEREOF, the parties
hereto have executed and delivered this Agreement as a Deed on the day and year
first above written.

22