TECHNICAL
ASSISTANCE AND

MARKETING SUPPORT AGREEMENT


BY
AND BETWEEN


NTI
ASEAN, LLC


AND


TIANJIN
ZERUST ANTI -CORROSION TECHNOLOGIES LTD.


DATED
AS OF 1 SEPTEMBER, 1999











TABLE
OF CONTENTS


	
  ARTICLE 1

  	
   
	
  DEFINITIONS
	
  1

	
   
	
  1.1.
	
  Shareholders Joint Venture Agreement
  or Agreement.
	
  1

	
   
	
  1.2.
	
  Ancillary Agreements.
	
  1

	
   
	
  1.3.
	
  Parties.
	
  1

	
   
	
  1.4.
	
  CMG.
	
  1

	
   
	
  1.5.
	
  NTI.
	
  2

	
   
	
  1.6.
	
  Taiyo.
	
  2

	
   
	
  1.7.
	
  NTI ASEAN.
	
  2

	
   
	
  1.8.
	
  NTI and/or NTI ASEAN Affiliates.
	
  2

	
   
	
  1.9.
	
  Corporation or Joint Venture.
	
  2

	
   
	
  1.10.
	
  Corporation’s Business.
	
  3

	
   
	
  1.11.
	
  Territory.
	
  3

	
   
	
  1.12.
	
  Effective Date.
	
  3

	
   
	
  1.13.
	
  NTI Intellectual Property Rights.
	
  3

	
   
	
  1.14.
	
  Knowhow.
	
  3

	
   
	
  1.15.
	
  Materials.
	
  3

	
   
	
  1.16.
	
  Process.
	
  3

	
   
	
  1.17.
	
  Product.
	
  4

	
   
	
  1.18.
	
  Masterbatch.
	
  4

	
   
	
  1.19.
	
  Trademark.
	
  4

	
   
	
  1.20.
	
  NTI and/or NTI ASEAN Trade Secrets.
	
  4

	
   
	
  1.21.
	
  Other Agreed Upon Technologies.
	
  4

	
   
	
  1.22.
	
  Net Sales.
	
  5

	
   
	
  1.23.
	
  At Cost.
	
  5

	
   
	
  1.24.
	
  Shareholder.
	
  5

	
   
	
  1.25.
	
  Equity Interest.
	
  5

	
   
	
  1.26.
	
  Transfer of Equity Interest
	
  5

	
   
	
  1.27.
	
  Transferor of Equity Interest
	
  5

	
   
	
  1.28.
	
  Transfer Price for Equity Interest.
	
  5

	
   
	
  1.29.
	
  Transferee.
	
  6

	
   
	
  1.30.
	
  Change of Control.
	
  6

	
   
	
   
	
   

	
  ARTICLE 2
	
   
	
  RESPONSIBILITIES OF NTI ASEAN WITH
  RESPECT TO
	
  6

	
   
	
  2.1.
	
  Technical Assistance Relative to
  Product.
	
  6

	
   
	
  2.2.
	
  Development of New Application
  Technologies.
	
  6

	
   
	
  2.3.
	
  Training by NTI ASEAN in the
  Manufacturing of the Product in the Territory.
	
  6

	
   
	
  2.4.
	
  Quality Control of Masterbatch.
	
  6

	
   
	
  2.5.
	
  Technical Service Relative to
  Product through Laboratory Test Facilities.
	
  8

	
   
	
  2.6.
	
  Location for Performance of Services
	
  8

	
   
	
   
	
   

	
  ARTICLE 3
	
   
	
  RESPONSIBILITIES OF NTI ASEAN WITH
  RESPECT TO

  PROVIDING MARKETING SUPPORT TO TIANJIN ZERUST

  RELATIVE TO PRODUCT
	
  8

	
   
	
  3.1.
	
  Marketing Support Relative to
  Product.
	
  8




i











	
   
	
  3.2.
	
  Improvements in Marketing Relative
  to Product.
	
  8

	
   
	
  3.3.
	
  Sales Promotion Tools Relative to
  Product
	
  9

	
   
	
  3.4.
	
  Participation in Trade Fairs
  Relative to Product.
	
  9

	
   
	
  3.5.
	
  Joint Sales Calls Relative to
  Product.
	
  9

	
   
	
  3.6.
	
  Location of Services
	
  9

	
   
	
   
	
   

	
  ARTICLE 4
	
   
	
  INTERNATIONAL COORDINATION AND
  SUPPORT

  RELATIVE TO PRODUCT
	
  9

	
   
	
  4.1.
	
  Identification of International
  Customers for Product.
	
  9

	
   
	
  4.2.
	
  Inspection of Customer Shipments
  Abroad.
	
  10

	
   
	
  4.3.
	
  Participation in Worldwide Conferences.
	
  10

	
   
	
  4.4.
	
  Location for performance of services
	
  10

	
   
	
   
	
   

	
  ARTICLE 5
	
   
	
  TECHNICAL ASSISTANCE AND MARKETING

  SUPPORT TO BE RENDERED BY NTI ASEAN RELATIVE TO

  OTHER AGREED UPON TECHNOLOGIES
	
  10

	
   
	
  5.1.
	
  Uncertainty as to Market Structure
  With Respect to Other Agreed Upon Technologies
	
  10

	
   
	
  5.2.
	
  Determination of Services to be
  Performed by NTI ASEAN With Respect to Other Agreed Upon Technologies.
	
  10

	
   
	
   
	
   

	
  ARTICLE 6
	
   
	
  PAYMENTS TO NTI ASEAN FOR TECHNICAL
  ASSISTANCE AND

  MARKETING SUPPORT SERVICES TO TIANJIN ZERUST
	
  11

	
   
	
  6.1.
	
  Basis for Payments with Respect to
  Services Relative to Product.
	
  11

	
   
	
  6.2.
	
  Amount of Payments for Services
  Relative to Product.
	
  11

	
   
	
  6.3.
	
  Basis for Payments with Respect to
  Services Relative to Other Agreed Upon Technologies.
	
  11

	
   
	
  6.4.
	
  When a Sale is Deemed to Occur.
	
  11

	
   
	
  6.5.
	
  Support Year.
	
  11

	
   
	
  6.6.
	
  Statements to NTI ASEAN.
	
  11

	
   
	
  6.7.
	
  Books and Records.
	
  12

	
   
	
   
	
   

	
  ARTICLE 7
	
   
	
  PROTECTION OF NTI AND/OR NTI ASEAN
  TRADE SECRETS
	
  13

	
   
	
  7.1.
	
  Recognition of NT I and/or NTI ASEAN
  Trade Secrets.
	
  13

	
   
	
  7.2.
	
  Protection of NTI and/or NTI ASEAN
  Trade Secrets.
	
  13

	
   
	
  7.3.
	
  Protection of NTI and/or NTI ASEAN
  Trade Secrets by Agents (as hereinafter defined) and Submanufacturers (as
  hereinafter defined) of TIANJIN ZERUST.
	
  14

	
   
	
  7.4.
	
  Remedies in the Event of a Violation
  of Article 7 Hereof.
	
  15

	
   
	
   
	
   

	
  ARTICLE 8
	
   
	
  COVENANT TO OBSERVE THE DOCTRINE OF
  “CORPORATE

  OPPORTUNITY”
	
  15

	
   
	
  8.1.
	
  Doctrine of Corporate Opportunity
  and Observance Thereof.
	
  15

	
   
	
  8.2.
	
  Agreement Not to Divert Resources.
	
  16

	
   
	
  8.3.
	
  Remedies for Breach of Agreement Not
  to Divert Resources.
	
  16

	
   
	
   
	
   

	
  ARTICLE 9
	
   
	
  TERM OF AGREEMENT
	
  16




ii











	
   
	
  9.1.
	
  Indefinite Term.
	
  16

	
   
	
  9.2.
	
  Termination.
	
  16

	
   
	
  9.3.
	
  Termination Upon Change of Control
  of a Party.
	
  17

	
   
	
  9.4.
	
  Termination Upon Bankruptcy or
  Insolvency.
	
  17

	
   
	
  9.5.
	
  Payment of Amounts Due.
	
  18

	
   
	
  9.6.
	
  Cooperation Upon Termination.
	
  18

	
   
	
  9.7.
	
  Non-Release of Obligations.
	
  18

	
   
	
  9.8.
	
  Cessation of Rights Upon
  Termination.
	
  18

	
   
	
   
	
   

	
  ARTICLE 10
	
   
	
  DEFAULT
	
  18

	
   
	
  10.1.
	
  Event of Default.
	
  18

	
   
	
  10.2.
	
  Remedies Upon Default or Breach.
	
  19

	
   
	
  10.3.
	
  Non-Waiver of Rights.
	
  19

	
   
	
   
	
   

	
  ARTICLE 11
	
   
	
  DISPUTE RESOLUTION
	
  20

	
   
	
  11.1.
	
  Dispute Resolution by Arbitration.
	
  20

	
   
	
  11.2.
	
  Disputes Not Subject to Arbitration.
	
  20

	
   
	
  11.3.
	
  Conduct of Arbitration Proceedings.
	
  20

	
   
	
  11.4.
	
  Designation of the “Prevailing
  Party”.
	
  21

	
   
	
  11.5.
	
  Punitive Damages Excluded.
	
  21

	
   
	
   
	
   

	
  ARTICLE 12
	
   
	
  GENERAL PROVISIONS
	
  21

	
   
	
  12.1.
	
  Benefit of Parties.
	
  21

	
   
	
  12.2.
	
  Counterparts.
	
  21

	
   
	
  12.3.
	
  Cooperation.
	
  21

	
   
	
  12.4.
	
  Index, Captions, Definitions and
  Defined Terms.
	
  22

	
   
	
  12.5.
	
  Waiver of Compliance.
	
  22

	
   
	
  12.6.
	
  Force Majeure.
	
  22

	
   
	
  12.7.
	
  Notices.
	
  22

	
   
	
  12.8.
	
  Entire Agreement.
	
  23

	
   
	
  12.9.
	
  Validity of Provisions.
	
  24

	
   
	
  12.10.
	
  Governmental Filings.
	
  24

	
   
	
  12.11.
	
  Payments.
	
  24

	
   
	
  12.12.
	
  Derivative Enforcement by CMG.
	
  24

	
   
	
  12.13.
	
  Changes Subject to Approval of CMG.
	
  25




iii










APPENDICES


	
  APPENDIX I
	
  NTI Terms of Trade – Price Schedule Masterbatch

	
   
	
   

	
  APPENDIX II
	
  Summary of NTI Product Liability Insurance with
  Respect to Product as it may be extended To The Corporation

	
   
	
   

	
  APPENDIX III
	
  Form Of NTI and/or NTI ASEAN Trade Secrecy Agreement




iv










TECHNICAL
ASSISTANCE AND

MARKETING
SUPPORT AGREEMENT

               This
Technical Assistance and Marketing Support Agreement (“Technical Assistance
Agreement”), is made and entered into as of this  1  day of SEPTEMBER,
1999 by and between NTI ASEAN, LLC, whose registered office is located in Reno,
Nevada, U.S.A. (hereinafter “NTI ASEAN”) and Tianjin Zerust Anti-Corrosion
Technologies Ltd., whose principal office is located at No. 127, Tower 1, Huoju
Building, Huayuan Industrial Zone, Tianjin, People’s Republic of China
(hereinafter “Tianjin Zerust”).

ARTICLE 1

DEFINITIONS

               For
the purposes of this Technical Assistance Agreement, the following Definitions
of terms shall apply:

1.1.         Shareholders Joint Venture Agreement or Agreement. 


               That
certain Shareholders Joint Venture Agreement by and between NTI ASEAN (as
hereinafter defined), and CMG (as hereinafter defined), for the formation and
governance of a new entity under the laws of the People’s Republic of China in
the form of a limited liability company which shall be known as Tianjin Zerust
Anti-Corrosion Technologies Ltd. (“TIANJIN ZERUST” or the “Corporation”).


1.2.         Ancillary Agreements.

               The
following are the Ancillary Agreements and the Parties thereto:

	
   
	
  1.2.1.
	
  Consulting Services Agreement For Management and
  Sales Representation between CMG and TIANJIN ZERUST (“Consulting Services
  Agreement”);

	
   
	
   
	
   

	
   
	
  1.2.2.
	
  License Agreement between NTI ASEAN and TIANJIN
  ZERUST (“License Agreement”); and

	
   
	
   
	
   

	
   
	
  1.2.3.
	
  Technical Assistance and Marketing Support Agreement
  between NTI ASEAN and TIANJIN ZERUST (“Technical Assistance Agreement”).




1.3.         Parties.

               The
Parties to the Shareholders Joint Venture Agreement and/or the Ancillary
Agreements, their successors and permitted assigns.


1.4.         CMG.

               Tianjin
China March Group Ltd, a limited liability company organized under the laws of
the People’s Republic of China, and the owner of a 50% interest in the
Corporation pursuant to the terms of the Agreement.  The ownership of CMG is as follows: Container (Beijing)
Industrial Company, 20%; Tianjin CNCC Zhi Hua Trading Ltd., 5%; Ping Shan CNCC
Si Qiang Group Company, 66% and CNCC 9%.

1










1.5.         NTI.

               Northern
Technologies International Corporation, a company organized under the laws of
the State of Delaware, U.S.A., the principal place of business of which is Lino
Lakes, Minnesota, U.S.A.  NTI is the
owner of the NTI Intellectual Property Rights (as hereinafter defined), and of
a 50% interest in NTI ASEAN (as hereinafter defined).

1.6.         Taiyo.

               Taiyo
Petroleum Gas Co Ltd. A Kabushiki Kaisha organized under the laws of Japan and
the owner of a 50% interest in Party B (as hereinafter defined).

1.7.         NTI ASEAN.

               NTI
ASEAN, LLC, a Limited Liability Company, organized under the laws of the State
of Nevada, U.S.A. whose registered office is in Reno, Nevada, U.S.A., to which
NTI has assigned all of its right, title and interest in the NTI Intellectual
Property Rights (as hereinafter defined) for the Territory (as hereinafter
defined), and the owner of a 50% interest in the Corporation pursuant to the
Agreement.

1.8.         NTI and/or NTI ASEAN Affiliates.


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


               1.8.1.     NTI
Affiliates.

               The
NTI Affiliates as of the date hereof are set forth in Annex I to the
Shareholders Joint Venture Agreement.

               1.8.2.     NTI
ASEAN Affiliates.

               The
NTI ASEAN affiliates as of the date hereof are set forth in Annex II to the
Shareholders Joint Venture Agreement.

1.9.         Corporation or Joint Venture.

               TIANJIN
ZERUST, that entity created in the Territory by the Parties pursuant to the
Shareholders Joint Venture Agreement to conduct the Corporation’s Business.

2










1.10.       Corporation’s Business.

               The
Corporation’s Business shall be the manufacturing, marketing, and distribution
of Product, pursuant to NTI Intellectual Property Rights, and of any other
technologies as shall be determined by the Parties in writing and made a part
hereof, pursuant to Article 1.21 of this Agreement, in the Territory.

1.11.       Territory.


               The
People’s Republic of China.


1.12.       Effective Date.

               The
date upon which all necessary formal approvals from the appropriate authorities
of the People’s Republic of China for the Shareholders Joint Venture Agreement
have been obtained and the Corporation has been duly registered pursuant to the
Shareholders Joint Venture Agreement and the Ancillary Agreements as
appropriate in the Territory.

1.13.       NTI Intellectual Property Rights.

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

1.14.       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 application of the Process, together with all
improvements and modifications with respect thereto.

1.15.       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.

1.16.       Process.


               The
procedure utilizing the Knowhow for the manufacture of polyethylene substances
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 substances, together with future technology,
knowledge and product development which is useful in the manufacture of the
Product.


3










1.17.       Product.

               Corrosion
inhibiting polyethylene film and solid substances of polyethylene in the form
of boxes, tubes and other containers, which may also include other volatile
corrosion inhibiting host packaging substances such as paper, manufactured by
means of the Process, incorporating the Materials and utilizing the Trademark,
all of which have been developed and are owned by NTI.

1.18.       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.

1.19.       Trademark.

               The
name and style “ZERUST”, which includes trade literature, technical
specifications and application instructions, and promotional material
pertaining thereto, together with any ancillary trademark registrations, which
may differ between various jurisdictions.

1.20.       NTI and/or NTI ASEAN Trade Secrets.


               All
information deemed and designated confidential, both in the Shareholders Joint
Venture Agreement and in the Ancillary Agreements and hereafter, including but
not limited to information regarding the Knowhow, Materials, Process, Product
and/or 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 and Intellectual Property Rights of NTI, NTI
ASEAN, the Corporation and NTI and/or NTI ASEAN Affiliates, both in the
Territory and elsewhere.


1.21.       Other Agreed Upon Technologies.

               In
conformity with the objectives of the Parties hereto to expand the Corporation’s
Business over time, the Parties shall endeavor to identify products, materials
and/or technologies, which are both compatible with the Corporation’s Business,
and susceptible of being profitably marketed through and/or by the Corporation
in the Territory.  Upon joint agreement
of the Parties, in writing, to adopt such new products, materials and/or
technologies within the scope of the Corporation’s Business, and successful
negotiation of requisite commercial rights to commercialize such new products,
materials and/or technologies in the Territory, such new products, materials
and/or technologies shall be deemed to be incorporated within the Corporation’s
Business as “Other Agreed Upon Technologies” to be treated as set forth in this
Technical Assistance Agreement.

4










1.22.       Net Sales.

               The
total proceeds from the sale of Product and Other Agreed Upon Technologies sold
by the Corporation in normal, bona fide commercial transactions on an arm’s
length basis to, by, with, or through an entity which is not affiliated with
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. 
Sales made to an entity which is not affiliated with any Party of this
Agreement through an Affiliated Entity, in accordance with article 4.3 of the
Management and Sales Representation Agreement, shall be included in total
proceeds for the purpose of this definition of Net Sales.


1.23.       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 proscription “At Cost”).

1.24.       Shareholder.

               Any
holder, from time to time, of an Equity Interest in the Corporation and who
presently is a Party to the Shareholders Joint Venture Agreement or who may
become a Party to the Shareholders Joint Venture Agreement in the future.

1.25.       Equity Interest.

               Any
validly issued Equity Interest in the Corporation owned by any Shareholder
pursuant to the Shareholders Joint Venture Agreement.

1.26.       Transfer of Equity Interest

               Any
sale, transfer, assignment, pledge or disposition of an Equity Interests in the
Corporation in any way, whether voluntarily or involuntarily, by gift, legal
procedure, operation of law, or any other means.


1.27.       Transferor of Equity Interest

               A
Shareholder who declares an intention to Transfer an Equity Interest in the
Corporation and/or initiates the Transfer of an Equity Interest.

1.28.       Transfer Price for Equity Interest.

               The
price per share for the Shares of the Corporation offered on an arm’s-length
basis by an outside party to the Transferor in a bona fide written offer.

5










1.29.       Transferee.

               Any
new Shareholder, who has heretofore not been a party to the Shareholders Joint
Venture Agreement, who acquires his Equity Interest pursuant to the provisions
of the Shareholders Joint Venture Agreement, and who thereafter signs and
becomes a Party to the Shareholders Joint Venture Agreement.

1.30.       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 Shareholders Joint Venture Agreement or the Ancillary
Agreements.

ARTICLE 2

RESPONSIBILITIES OF NTI ASEAN WITH RESPECT
TO

PROVIDING TECHNICAL ASSISTANCE TO TIANJIN ZERUST

RELATIVE TO PRODUCT


2.1.         Technical Assistance Relative to Product.


               NTI
ASEAN shall provide TIANJIN ZERUST with technical advice with respect to the
effective use of Product, applications engineering support in response to
customer requirements for the development of packaging systems incorporating
Product, and technical assistance in the manufacturing of Product in the
Territory.  In addition, NTI ASEAN shall
assist TIANJIN ZERUST in responding to technical problems which might arise
from the use of Product (proper and improper), and in the evaluation of
potential new applications of Product for specific customers.


2.2.         Development of New Application Technologies.

               NTI
ASEAN shall continue its efforts to expand the range of applications of the Product
and shall make any tangible results of such efforts available to TIANllN
ZERUST.

2.3.         Training by NTI ASEAN in the Manufacturing of the Product in the
Territory.

               NTI
ASEAN shall provide assistance and training of personnel from TIANJIN ZERUST as
may reasonably be required by TIANJIN ZERUST to facilitate the manufacture of
Product in the Territory.  This shall
include training of Agents of TIANJIN ZERUST (as defined in Article 7.3.1
hereof), and may include the training of Submanufacturers of TIANJIN ZERUST (as
defined in Article 7.3.l.i hereof) at a location to be mutually determined.

2.4.         Quality Control of Masterbatch.

               The
parties recognize that the Materials consist of a unique, proprietary and
secret combination of chemicals which has been developed by NTI, which
chemicals are prepared, mixed and combined prior to shipment in the form of
Masterbatch; and that the Masterbatch is essential in order for the Process to
work safely and effectively.  Accordingly,
in order to ensure proper quality control, NTI ASEAN agrees to sell to TIANJIN
ZERUST, at TIANJIN ZERUST’s request, and TIANJIN ZERUST agrees to purchase from
NTI ASEAN, such Masterbatch At Cost as may be necessary to carry out the
Corporation’s Business with respect to Product.  Alternatively, TIANJIN ZERUST may purchase Masterbatch from any
other NTI or NTI ASEAN Affiliate or external bona fide supplier, provided that
NTI ASEAN has approved the quality and reliability of such Materials and such
supplier, and provided that such supplier affords TIANJIN ZERUST product
liability insurance on the chemical formulations it sells to TIANJIN ZERUST
deemed to be adequate to protect TIANJIN ZERUST from loss due to any lessening
of Quality Control standards established by NTI.  Notwithstanding TIANJIN ZERUST’s right to choose a supplier of
Masterbatch in accordance with the provisions hereof, upon receipt of bona fide
Purchase Orders for Masterbatch from TIANJIN ZERUST under the Terms of Trade
for Masterbatch set forth below, NTI ASEAN agrees to supply to TIANJIN ZERUST
such Masterbatch as may be ordered by TIANJIN ZERUST in reasonable quantities
and within reasonable timeframes, subject to the provisions of this Technical
Assistance Agreement, the Shareholders Joint Venture Agreement and the other
Ancillary Agreements.


6











	
   
	
  2.4.1.
	
  Terms of Trade for Masterbatch.  Shipments of Masterbatch by NTI ASEAN to
  TIANJIN ZERUST and the terms of sale thereof will be pursuant to and in
  accordance with the Terms of Trade set forth in Appendix I hereto, as
  modified from time to time.  The
  initial price schedule for Masterbatch is also set forth in Appendix I.  Masterbatch purchased from NTI ASEAN shall
  be paid as set forth in Article 12.11 or at any other place designated by NTI
  ASEAN in the U.S. Dollars invoiced within ninety (90) days following receipt
  by TIANJIN ZERUST of each shipment of Masterbatch at its principal place of
  business or at such other places in the Territory as shall be designated by
  TIANJIN ZERUST in the purchase order issued with respect thereto.

	
   
	
   
	
   

	
   
	
  2.4.2.
	
  Material Safety Data Sheets.  NTI ASEAN shall provide TIANJIN ZERUST
  with Material Safety Data Sheets for all Masterbatch provided by NTI ASEAN to
  TIANJIN ZERUST.  NTI ASEAN shall also
  provide TIANJIN ZERUST with a complete set of reports issued by all sources
  to which NTI ASEAN has access with respect to human health and environmental
  analyses as to Product and/or NTI Intellectual Property Rights.

	
   
	
   
	
   

	
   
	
  2.4.3.
	
  Product Liability Insurance.  NTI warrants to TIANJIN ZERUST that NTI
  presently carries product liability insurance as set forth in Appendix II
  hereof.  The product liability
  coverage under NTI’s Master Policy (“NTI’s Master Policy”) extends solely to
  Masterbatch manufactured by NTI. (“Product Liability Insurance Coverage on
  Masterbatch”).  As of the Effective
  Date hereof, the pro rata charge to TIANJIN ZERUST by NTI ASEAN for the
  Product Liability Insurance Coverage on Masterbatch provided under NTI’s
  Master Policy shall be incorporated within the compensation to be paid to NTI
  ASEAN pursuant to Article 6 hereof for services performed hereunder.  Any subsequent adjustment in the premiums
  paid by NTI for Product Liability Insurance Coverage on Masterbatch may,
  however, necessitate a separate additional charge therefor.  At Cost to TIANJIN ZERUST by NTI ASEAN in
  the future.




7










2.5.         Technical Service Relative to Product through Laboratory Test
Facilities.


               NTI
ASEAN shall cause NTI to make its Laboratory Test Facilities and/or those of
NTI and/or NTI ASEAN Affiliates reasonably available to TIANJIN ZERUST for the
purpose of analyzing the specific corrosion prevention requirements of
customers and/or potential customers for Product in the Territory (“Laboratory
Tests”), on a time schedule to be mutually determined.  In the course of the technical analysis and
Laboratory Test procedures conducted in the Laboratory Test Facilities of NTI,
and NTI and/or NTI ASEAN Affiliates, NTI and NTI ASEAN shall use reasonable
efforts to determine whether NTI Intellectual Property Rights can be utilized
effectively to meet, in whole or in part, the specific requirements for
corrosion inhibiting technology posed by the customers or prospective customers
in the Territory for the applications specified.  Various different Materials and Masterbatch formulations may he
tested in this process.  NTI ASEAN shall
inform TIANJIN ZERUST as to the results of the analyses performed and tests
conducted in each such case as promptly as practicable.  All of the concepts, analyses and results of
such analyses and Laboratory Test procedures shall remain the sole property of
NTI.  In the event that Product
variations are developed within the scope of such Laboratory Tests the
ownership of such Product variations shall reside with NTI, subject to the
terms of this Technical Assistance Agreement, the Shareholders Joint Venture
Agreement, and the other Ancillary Agreements. 
Notwithstanding the foregoing, if greater demands on the Laboratory Test
Facilities of NTI and/or NTI ASEAN Affiliates are posed by TIANJIN ZERUST than
demands for such support posed by other NTI and/or NTI ASEAN Affiliates of the
same approximate size and scope, neither NTI nor NTI ASEAN may be required to
perform the requested services unless TIANJIN ZERUST agrees to the payment of a
reasonable charge therefor.


2.6.         Location for Performance of Services

               All
services performed under Article 2 will be performed outside the People’s
Republic of China.


ARTICLE 3

RESPONSIBILITIES OF NTI ASEAN WITH RESPECT
TO

PROVIDING MARKETING SUPPORT TO TIANJIN ZERUST

RELATIVE TO PRODUCT

3.1.         Marketing Support Relative to Product.

               NTI
ASEAN shall provide TIANJIN ZERUST with assistance in marketing the Product in
the Territory and in responding to inquiries with respect to the proper
application, including potential new applications, of Product in the Territory.

3.2.         Improvements in Marketing Relative to Product.

               NTI
ASEAN shall continue its efforts to improve the marketing techniques for the
Product, and shall make any tangible results of all such efforts available to
TIANJIN ZERUST within the compensation to be paid by TIANJIN ZERUST to NTI
ASEAN pursuant to Article 6 hereof.

8










3.3.         Sales Promotion Tools Relative to Product

               NTI
ASEAN shall provide support and assistance in the sales promotion and
advertising efforts of TIANJIN ZERUST (“Sales Promotion Tools”).  NTI ASEAN shall provide text, photographs,
artwork and materials NTI has developed for its own proprietary Sales Promotion
Tools to TIANJIN ZERUST At Cost; upon the reasonable request of TIANJIN ZERUST.

3.4.         Participation in Trade Fairs Relative to Product.

               At
TIANJIN ZERUST’s request, and upon mutual agreement as to timing, cost and
scope, NTI ASEAN shall provide support to TIANJIN ZERUST in designing and
preparing display material for TIANJIN ZERUST. 
NTI ASEAN shall also provide technical staff for TIANJIN ZERUST’s booth
at appropriate Trade Fairs in the People’s Republic of China, to promote the
sale of Product in the Territory.


3.5.         Joint Sales Calls Relative to Product.

               Upon
mutual agreement, proper advance planning and identification of suitable
prospects, NTI ASEAN management shall make sales calls in the Territory jointly
with CMG and/or TIANJIN ZERUST sales staff to promote the sale of Product in
the People’s Republic of China.

3.6.         Location of Services

               All
services performed under Article 3 are generated outside the People’s Republic
of China.

ARTICLE 4

INTERNATIONAL COORDINATION AND SUPPORT

RELATIVE TO PRODUCT

               It
is recognized by the parties that a major element in the Technical Assistance
and Sales Support provided by NTI ASEAN relates to the integration of the
Corporation’s Business within the worldwide “Federation” of NTI and NTI ASEAN
Affiliates, for major customers for Product tend to be multinational companies
with production and assembly factories throughout the world, such as in the
automotive and electronic industries. 
Therefore, the Technical Assistance and Sales Support provided to
TIANJIN ZERUST shall include:

4.1.         Identification of International Customers for Product.

               NTI
ASEAN shall, together with TIANJIN ZERUST, identify international companies
working in the Territory and attempt to determine which of these have become
significant users of the Product in the United States and in the respective
territories of other NTI and NTI ASEAN Affiliates.  Following such research into pre-existing customers, NTI ASEAN
shall provide lists of significant users of Product it identifies, together
with appropriate references, photographs and other available information as to
appropriate applications of Product for each international customer identified,
to TIANJIN ZERUST for use in the Territory.


9










4.2.         Inspection of Customer Shipments Abroad.

               Where
Product is used to protect a TIANJIN ZERUST customer’s shipment of metal
components and/or finished goods from the Territory to foreign destinations,
NTI ASEAN shall arrange to have such shipments inspected by NTI and/or NTI
ASEAN Affiliate personnel on arrival, at destinations in such countries where
NTI and/or NTI ASEAN have Affiliates, to ensure proper application and efficacy
of Product in transit.

4.3.         Participation in Worldwide Conferences.

               NTI
ASEAN shall invite TIANJIN ZERUST Management to, and include TIANJIN ZERUST
Management in, appropriate worldwide and regional strategic conferences,
marketing seminars and technical exchanges organized by NTI and/or NTI ASEAN
for their joint venture Partners.

4.4.         Location for performance of services

               All
services performed under article 4 will be performed outside the People’s
Republic of China.

ARTICLE 5

TECHNICAL ASSISTANCE AND MARKETING

SUPPORT TO BE RENDERED BY NTI ASEAN RELATIVE TO

OTHER AGREED UPON TECHNOLOGIES


5.1.         Uncertainty as to Market Structure With Respect to Other Agreed Upon
Technologies


               The
parties recognize that the structure of the market for each Other Agreed Upon
Technology in the Territory will require a different approach from that
required by the structure of the market of Product.  There is therefore an element of uncertainty relative to the
market for Other Agreed Upon Technologies in the People’s Republic of China,
for planning purposes.


5.2.         Determination of Services to be Performed by NTI ASEAN With Respect to
Other Agreed Upon Technologies.

               Accordingly,
under this Technical Assistance Agreement, NTI ASEAN shall use its best efforts
to perform essentially the same range of services with respect to Other Agreed
Upon Technologies that NTI ASEAN does in the ordinary course of business with
respect to Product, adjusted as commensurate to the commercial and financial
potential of each individual market for Other Agreed Upon Technologies in the
Territory.

10










ARTICLE 6

PAYMENTS TO NTI ASEAN FOR TECHNICAL
ASSISTANCE AND

MARKETING SUPPORT SERVICES TO TIANJIN ZERUST

6.1.         Basis for Payments with Respect to Services Relative to Product.

               TIANJIN
ZERUST shall make payments to NTI ASEAN as provided in this Article 6 of this
Technical Assistance Agreement in consideration of all services performed by
NTI ASEAN as set forth in Articles 2, 3, 4 and 5 hereof.  The payments set forth herein shall be made
throughout the entire term of this Technical Assistance Agreement as
compensation in full for the services specified and duly provided by NTI ASEAN
to TIANJIN ZERUST.

6.2.         Amount of Payments for Services Relative to Product.


               TIANJIN
ZERUST shall pay to NTI ASEAN such amounts as set out in Schedule 1 to this
Agreement.  Such payments, less
applicable withholding tax, shall be paid in U.S. Dollars to an account or
accounts as may be designated by NTI ASEAN from time to time.


6.3.         Basis for Payments with Respect to Services Relative to Other Agreed
Upon Technologies.

               Payments
to be made to NTI ASEAN with respect to services to TIANJIN ZERUST relating to
Other Agreed Upon Technologies shall be as agreed between the Parties on a
case-by-case basis.  NTI ASEAN shall
perform substantially the same services under this Technical Assistance
Agreement with respect to Other Agreed Upon Technologies that it does with
respect to Product.  Accordingly,
payments to NTI ASEAN for its services with respect to Other Agreed Upon
Technologies under this Technical Assistance Agreement shall, unless otherwise
agreed between the Parties, be equal (as a percentage of Net Sales of each
Other Agreed Upon Technology) to the payments paid by TIANJIN ZERUST to NTI
ASEAN for its services hereunder with respect to Product.

6.4.         When a Sale is Deemed to Occur.

               A
sale shall be deemed to have occurred when Product or goods based upon Other
Agreed Upon Technologies have been billed, or (if not billed) delivered to and
fully paid for by a customer.

6.5.         Support Year.

               The
term “Support Year” shall mean any twelve (12) month period ending on December
31, except that the first Support Year shall commence on the Effective Date,
and end at the next December 31 date.

6.6.         Statements to NTI ASEAN.


               Within
sixty (60) days after the last day of each quarterly period in each Support
Year, TIANJIN ZERUST shall:


11











	
   
	
  6.6.1.
	
  Prepare and deliver to NTI ASEAN 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 Support Year:

	
   
	
   
	
   

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

	
   
	
   
	
   
	
   

	
   
	
   
	
  (ii)
	
  The total amount of compensation, based upon such
  Net Sales of Product (computed as hereinbefore provided) payable to NTI Asean
  for its services to the Corporation hereunder;

	
   
	
   
	
   
	
   

	
   
	
   
	
  (iii)
	
  The total amount of Net Sales of Other Agreed Upon
  Technologies (broken down in reasonable detail by individual volumes and
  customers and showing all costs and discounts leading to the establishment of
  the Net Sales figure for each customer); and

	
   
	
   
	
   
	
   

	
   
	
   
	
  (iv)
	
  The total amount of compensation, based upon such
  Net Sales of Other Agreed Upon Technologies (computed as hereinbefore
  provided) payable to NTI ASEAN for its services to the Corporation hereunder.

	
   
	
   
	
   
	
   

	
   
	
  6.6.2.
	
  Pay to NTI ASEAN the full amount to which it is
  entitled for and with respect to the period or periods of the Support Year
  covered by the statement(s) provided for in Article 6.6.1 hereof.




6.7.         Books and Records.

               TIANJIN
ZERUST covenants and agrees:


	
   
	
  6.7.1.
	
  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’s or NTI ASEAN’s
  independent accountants to verify the completeness and accuracy of each item
  of information which TIANJIN ZERUST is required to set forth in each of the
  statements referred to in Article 6.6.1;

	
   
	
   
	
   

	
   
	
  6.7.2.
	
  That it will keep all such records and books of
  account at its principal office and will preserve all 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




12











	
   
	
  6.7.3.
	
  That it will make such records, books of account,
  data and information available to NTI ASEAN’s representatives and to NTI
  ASEAN’s independent accountants and will give to such representatives or
  accountants free 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 TIANJIN ZERUST is required to set forth in each of the
  statements referred to in Article 6.6.1 hereof.  In addition, NTI ASEAN shall have the right to make copies of
  any of the foregoing.  The independent
  accountants of TIANJIN ZERUST shall in the ordinary course of business
  provide written confirmation and certification to NTI ASEAN, at least
  annually, of the data supplied to NTI ASEAN pursuant to Article 6.6.1
  hereof.  The cost of such reports
  shall be borne by TIANJIN ZERUST.  In
  the event that NTI ASEAN shall cause its representatives to confirm or verify
  the accuracy of the data supplied by TIANJIN ZERUST, then the costs and fees
  of such representatives shall be borne by NTI ASEAN unless such
  representatives shall determine, to the satisfaction of TIANJIN ZERUST’s
  independent accountants, that there is a variation in the reporting of Net’
  Sales of five percent (5%) or more, in which event the costs and fees of NTI
  ASEAN’s representatives and/or accountants shall be borne by TIANJIN ZERUST.




ARTICLE 7

PROTECTION OF NTI AND/OR NTI ASEAN TRADE
SECRETS

7.1.         Recognition of NT I and/or NTI ASEAN Trade Secrets.


               TIANJIN
ZERUST acknowledges and agrees that (i) NTI Intellectual Property Rights; (ii)
NTI and/or NTI ASEAN Trade Secrets; (iii) the Knowhow, Materials, Process, Product
and Masterbatch; and (iv) other information deemed confidential by NTI and/or
NTI ASEAN and designated herein and hereafter relating to the business of NTI
and/or NT! ASEAN, of the Corporation, and of NTI and/or NTI ASEAN Affiliates,
both in the Territory and elsewhere, including but not limited to applications
of NTI Intellectual Property Rights, cost and cost accounting data, 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 and/or NTI ASEAN Trade Secrets
set forth in Article 1.20 hereof and constitute valuable property rights of
NTI, NTI ASEAN and NTI and/or NTI ASEAN Affiliates.


7.2.         Protection of NTI and/or NTI ASEAN Trade Secrets.

               TIANJIN
ZERUST agrees that during the term of this Technical Assistance Agreement, as
well as following its termination and for all times thereafter, it shall keep
secret and confidential all NTI and/or NTI ASEAN Trade Secrets which it now
knows or may hereafter come to know as a result of the Shareholders Joint
Venture Agreement and the Ancillary Agreements.  NTI and/or NTI ASEAN Trade Secrets shall not be disclosed by
TIANJIN ZERUST 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 TIANJIN ZERUST, 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
and/or NTI ASEAN Trade Secret shall be in the public domain as the result of an
act by TIANJIN ZERUST or any Agent (as hereinafter defined) or Submanufacturer
(as hereinafter defined) thereof, then TIANJIN ZERUST shall nevertheless
continue to keep such NTI and/or NTI ASEAN Trade Secret secret and inviolate.

13












	
  7.3.         
	
  Protection of NTI and/or NTI ASEAN
  Trade Secrets by Agents (as hereinafter defined) and Submanufacturers (as
  hereinafter defined) of TIANJIN ZERUST.




               Neither
TIANJIN ZERUST, 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 ASEAN’s prior written consent, the
originals or copies of any NTI and/or NTI ASEAN Trade Secrets or of any of the
unpublished records, books of account, documents, letters, diagrams, computer
disks, papers or memoranda of NTI and/or NTI ASEAN.  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 and/or NTI
ASEAN Trade Secrets be strictly maintained both as to original documents and
copies thereof.

	
   
	
  7.3.1.
	
  Insofar as the officers, employees and consultants
  of TIANJIN ZERUST (herein collectively “Agents”) who come in contact with NTI
  and/or NTI ASEAN Trade Secrets are concerned, TIANJIN ZERUST shall cause such
  Agents to enter into NTI and/or NTI ASEAN Trade Secrecy Agreements
  substantially in the form of Appendix III to this Technical Assistance
  Agreement.  TIANJIN ZERUST shall exert
  its best efforts to cause its Agents to adhere to and to abide by the
  provisions, restrictions and limitations of the NTI and/or NTI ASEAN Trade
  Secrecy Agreements, which efforts shall include the institution and
  prosecution of appropriate litigation if such be necessary and desirable.

	
   
	
   
	
   

	
   
	
   
	
  (i)
	
  To the extent that TIANJIN ZERUST provides
  Masterbatch to Submanufacturers in requisite quantities to allow such
  Submanufacturers to manufacture Product in the Territory in such volumes and
  forms as may be required for the Corporation’s Business (“ Submanufacturers
  “), it is understood that TIANJIN ZERUST may find it necessary to disclose
  certain NTI and/or NTI ASEAN Trade Secrets to such Submanufacturers for such
  purposes only;

	
   
	
   
	
   
	
   

	
   
	
   
	
  (ii)
	
  NTI and/or NTI ASEAN Trade Secrets shall be
  disclosed only to such Submanufacturers who have been specifically approved
  in writing by NTI ASEAN and who have entered into NTI and/or NTI ASEAN Trade
  Secrecy Agreements with TIANJIN ZERUST in a form approved by NTI ASEAN, but
  substantially in the form of the NTI and/or NTI ASEAN Trade Secrecy Agreement
  set forth in Appendix III hereof;

	
   
	
   
	
   
	
   

	
   
	
   
	
  (iii)
	
  Moreover, only those NTI and/or NTI ASEAN Trade
  Secrets which are absolutely essential for the functions to be performed by
  such Submanufacturers shall be disclosed to them.

	
   
	
   
	
   
	
   




14











	
   
	
  7.3.2.
	
  TIANJIN ZERUST 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 Sub manufacturers to apply the Process with
  respect to Product, incorporating Masterbatch, for the account of TIANJIN
  ZERUST.  Upon completion of any order
  for such Process of Product by a Submanufacturer, TIANJIN ZERUST shall pay
  such Submanufacturer for its services and the raw materials provided by the
  Submanufacturer in the Process and so take title to the Product, and shall
  require the return by the Submanufacturer of any Materials or Masterbatch not
  utilized in the Process.

	
   
	
   
	
   

	
   
	
  7.3.3.
	
  The Parties hereby agree and acknowledge that NTI
  and/or NTI ASEAN are intended third party beneficiaries of the NTI and/or NTI
  ASEAN Trade Secrecy Agreements, and that NTI and/or NTI ASEAN may each, in
  its sole discretion, on its own behalf or derivatively and/or on behalf of
  the Corporation directly enforce the provisions of the NTI and/or NTI ASEAN
  Trade Secrecy Agreements and/or any breach thereof against any and all Agents
  (as defined in Article 7.3.1 hereof) and/or Submanufacturers (as defined in
  Article 7.3.1(i) hereof) who have executed same.




7.4.         Remedies in the Event of a Violation of Article 7 Hereof.

               It
is understood and recognized by TIANJIN ZERUST that in the event of any
violation by TIANJIN ZERUST and/or its Agents of the provisions of Article 6
hereof, NTI’s and/or NTI ASEAN’s remedy at law will be inadequate and NTI and
NTI ASEAN will suffer irreparable injury. 
Accordingly, TIANlIN ZERUST consents to injunctive and other appropriate
equitable relief upon the institution of legal proceedings therefor by NTI
and/or NTI ASEAN and in any court of competent jurisdiction to protect NTI
and/or NTI ASEAN Trade Secrets.  Such
relief shall be in addition to any other relief to which NTI and/or NTI ASEAN
may be entitled at law or in equity, which shall include but not be limited to
the right of immediate termination of this Technical Assistance Agreement.


ARTICLE 8

COVENANT TO OBSERVE

THE DOCTRINE OF “CORPORATE OPPORTUNITY”

8.1.         Doctrine of Corporate Opportunity and Observance Thereof.

               It
is the intent of the Parties to this Technical Assistance Agreement, the
Shareholders Joint Venture Agreement and to the other Ancillary Agreements to
deal solely with each other with respect to the commercial, technical and
strategic development of the Corporation’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 the performance of their duties under the
Shareholders Joint Venture Agreement or the Ancillary Agreements in the
Territory, or (b) have the effect of displacing or substituting Net Sales of
Product and/or of Other Agreed Upon Technologies and/or the applications of NTI
Intellectual Property Rights, in the Territory; except as specifically agreed
to by the Parties in furtherance of the Corporation’s Business (“Corporate
Opportunity”).

15










8.2.         Agreement Not to Divert Resources.

               TIANJIN
ZERUST and NTI ASEAN agree that during the term of this Technical Assistance
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 Product and/or of Other Agreed Upon
Technologies from the Corporation within the Territory except through the
Corporation in furtherance of the Corporation’s Business.  During said term NTI ASEAN shall not 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 Corporation.  In the event that this Technical Assistance
Agreement is terminated: (i) because of a material Breach of the Shareholders
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 9 hereof; (iv) pursuant to Article
10 hereof; or (v) upon a Breach of Articles 7 or 8 hereof, then the Party in
Breach or subject to such adverse condition shall continue to be bound by the
provisions of Article 8 of this Technical Assistance Agreement for a period of
three years following the date of termination, but shall at no time be
permitted to use NTI and/or NTI ASEAN Trade Secrets for any activity outside
the Corporation.


8.3.         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 8 hereof by a Party, the remedy at law will be
inadequate and that the other Party to this Technical Assistance Agreement
shall suffer irreparable injury. 
Accordingly, each Party to this Technical Assistance Agreement consents
to injunctive or other appropriate equitable relief upon the institution of
legal proceedings therefor by the nonviolating Party.  Such relief shall be in addition to any other relief to which a
Party may be entitled at law or in equity, which shall include but not be
limited to the right of immediate termination of this Technical Assistance
Agreement.

ARTICLE 9

TERM OF AGREEMENT


9.1.         Indefinite Term.


               This
Technical Assistance Agreement shall become effective on the Effective Date and
shall, unless otherwise terminated in accordance with the provisions hereof,
continue in effect for an indefinite term of years.


9.2.         Termination.

               This
Technical Assistance Agreement, having become effective as of the Effective
Date hereof, shall continue in effect unless:

16











	
   
	
  9.2.1.
	
  Terminated by either Party in accordance with the
  provisions of Articles 7 or 8 hereof;

	
   
	
   
	
   

	
   
	
  9.2.2.
	
  Terminated in accordance with Article 9.3 and/or
  Article 9.4 hereof;

	
   
	
   
	
   

	
   
	
  9.2.3.
	
  Terminated by either Party by reason of a material
  Breach or Default of this Technical Assistance Agreement by the other Party
  which has not been cured or remedied in accordance with Article 10 hereof; or

	
   
	
   
	
   

	
   
	
  9.2.4.
	
  Terminated automatically, in conjunction with the
  termination of the Shareholders Joint Venture Agreement or any of the
  Ancillary Agreements by a Party thereto by reason of a material Breach (as
  therein defined) or Default (as therein defined) of any such agreement by a
  Party thereto, which Breach or Default has not been cured or remedied in
  accordance with the curative provisions thereof.  In such event this Technical Assistance Agreement shall
  likewise terminate on the same date, without any further act or notice given
  by a Party hereto.




9.3.         Termination Upon Change of Control of a Party.

               In
the event that a Change of Control of a Party hereto shall occur, then the
other Party or Parties may, upon six (6) months prior written notice given to
such Party, terminate this Technical Assistance Agreement, unless the Change of
Control of such Party shall have been effected upon prior notification and with
the written understanding of the other Party.


9.4.         Termination Upon Bankruptcy or Insolvency.

               If
a Party hereto shall become bankrupt or insolvent or shall file any debtor
relief proceedings, or if there shall be filed in Court against a Party legal
proceedings or bankruptcy or insolvency or reorganization or for the
appointment of a receiver or trustee of all or a portion of such Party’s
property, or if a Party makes an assignment for the benefit of creditors or
petitions for or enters into, an arrangement for debtor relief and such proceedings
as are described aforesaid are not dismissed within a period of ninety (90)
days after the institution thereof, then, at the option of the other Party,
this Technical Assistance Agreement shall forthwith terminate by written notice
given to the Party who has filed, instituted or against whom any of the
proceedings aforesaid have been brought; provided that if a stay has been
granted by a Trustee or Judge in Bankruptcy by virtue of which this Technical
Assistance Agreement is to be deemed an executory contract, then the other
Party shall continue to perform under the terms of this Technical Assistance
Agreement if:

	
   
	
  9.4.1.
	
  Payments due under this Technical Assistance
  Agreement for past services are rendered in full;

	
   
	
   
	
   

	
   
	
  9.4.2.
	
  Payments due under this Technical Assistance
  Agreement for present services are rendered pursuant to a payment schedule
  acceptable to the other Party or Parties; and




17











	
   
	
  9.4.3.
	
  All other provisions of this Technical Assistance
  Agreement are complied with fully.




9.5.         Payment of Amounts Due.

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

9.6.         Cooperation Upon Termination.

               Upon
termination of this Technical Assistance Agreement, the Corporation shall
cooperate with CMG in transferring CMG Trade Secrets to CMG or its designated
assignee; and CMG and the Corporation shall cooperate with NTI and NTI ASEAN in
transferring NTI Intellectual Property Rights, and NT! and/or NTI ASEAN Trade
Secrets to NTI, NTI ASEAN or their designated assignee.

9.7.         Non-Release of Obligations.

               The
termination of this Technical Assistance 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 7, upon termination of this Technical Assistance
Agreement, NTI Intellectual Property Rights, together with NTI and/or NTI ASEAN
Trade Secrets, shall continue to be kept secret and confidential by TIANJIN
ZERUST.

9.8.         Cessation of Rights Upon Termination.


               Upon
the termination of this Technical Assistance Agreement, for reason of Default
or Breach of this Technical Assistance Agreement or of the Shareholders Joint
Venture Agreement or of any Ancillary Agreement, all rights which the
Defaulting Party may have under or pursuant to this Technical Assistance
Agreement shall forthwith cease and terminate. 
If a dispute as to whether a Default or Breach exists is submitted to
Arbitration under Article 11 hereof, the Parties shall jointly appoint a
trustee or agent to oversee the execution of the duties hereunder and the
protection of the rights hereunder of the Party allegedly in Default or
Breach.  If the Parties cannot agree on
a trustee or agent for such purposes, the Arbitration Panel shall forthwith
appoint same.


ARTICLE 10

DEFAULT

10.1.       Event of Default.

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

	
   
	
  10.1.1.
	
  Non-payment of funds by one Party to another Party
  when due and owing; and/or




18











	
   
	
  10.1.2.
	
  A material Breach (“Breach”) of any provision of
  this Technical Assistance Agreement other than Articles 7 and/or 8 hereof;

	
   
	
   
	
   

	
   
	
  10.1.3.
	
  A Breach of Articles 7 and/or 8 hereof.




10.2.       Remedies Upon Default or Breach.

               The
remedies available to each Party in an instance of Default or Breach by the
other Party shall be as follows:


	
   
	
  10.2.1.
	
  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 Default or Breach in the performance of, or by failure
  to observe and comply with, any other material term or provision of this
  Technical Assistance Agreement to be performed, observed or complied with by
  it, then the other Party shall have the right to declare a Default and
  terminate this Technical Assistance Agreement unless the Party in Default or
  Breach 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 Default or 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 Default or Breach proceeds to cure such Default or Breach 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 Default or
  Breach.  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.

	
   
	
   
	
   

	
   
	
  10.2.2.
	
  Notwithstanding the forgoing, in the event of a
  violation of Articles 7 and/or 8 hereof by a Party hereto, the other Party
  may at its sole discretion terminate this Technical Assistance Agreement with
  immediate effect upon giving notice to the Party in Default or Breach of
  Article 7 or 8 hereof as provided herein.




10.3.       Non-Waiver of Rights.

               A
Party’s failure to terminate this Technical Assistance Agreement on account of
any Breach or Default by the other Party as provided in Article 10.1 or 10.2
hereof shall in no event constitute or be deemed to constitute a waiver by such
Party of its right to terminate this Technical Assistance Agreement at any time
while any such Breach or Default continues (subject to the provisions of
Article 10.2 hereof), or on account of any subsequent Breach or Default by a
Party.


19










ARTICLE 11

DISPUTE RESOLUTION

11.1.       Dispute Resolution by Arbitration.

               Any
and all disputes, except as excluded under Article 11.2 hereof, which may arise
between the Parties during the term of this Technical Assistance Agreement,
after the termination thereof, or following the liquidation or dissolution of
TIANJIN ZERUST, upon failure by the Parties to amicably resolve same after
mutual good faith negotiations, shall be exclusively settled by arbitration,
including but not limited to the following:

	
   
	
  11.1.1.
	
  A dispute as to whether a Default exists;

	
   
	
   
	
   

	
   
	
  11.1.2.
	
  A dispute as to whether a Default entitles the
  non-defaulting Party to terminate this Technical Assistance Agreement;

	
   
	
   
	
   

	
   
	
  11.1.3.
	
  A dispute as to the validity of this Article 11;

	
   
	
   
	
   

	
   
	
  11.1.4.
	
  A dispute relating to the construction, meaning, interpretation,
  application or effect of this Technical Assistance Agreement or anything
  contained herein;

	
   
	
   
	
   

	
   
	
  11.1.5.
	
  A dispute as to the rights, obligations or
  liabilities of the Parties hereunder.




11.2.       Disputes Not Subject to Arbitration.

               Notwithstanding
anything to the contrary set forth in this Technical Assistance Agreement:


	
   
	
  11.2.1.
	
  Arbitration may not be invoked regarding matters
  expressed in this Technical Assistance Agreement to be agreed upon by or
  determined with the consent or approval of both Parties.

	
   
	
   
	
   

	
   
	
  11.2.2.
	
  Arbitration may not be invoked if a Party violates
  the provisions of this Technical Assistance Agreement relating to NTI
  Intellectual Property Rights, NTI and/or NTI Asean Trade Secrets, or
  Corporate Opportunity.  In such event,
  the remedies set forth in Articles 7 and 8 hereof shall apply.




11.3.       Conduct of Arbitration Proceedings.

               Such
arbitration proceedings shall be conducted in English and shall be carried on
at the Arbitration Commission of the International Chamber of Commerce of
Singapore, under the UNCITRAL Arbitration Rules.  With respect to the interpretation of this Technical Assistance
Agreement, the laws of the People’s Republic of China shall apply.  Judgment 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 and assets may be attached in any country in the
world pursuant to such judgment.

20










11.4.       Designation of the “Prevailing Party”.


               In
each case in which arbitration is invoked under this Technical Assistance
Agreement, the Shareholders Joint Venture Agreement or any of the other
Ancillary Agreements, the arbitration panel shall be required to designate one
or the other Party as the Prevailing Party (“Prevailing Party” ).


11.5.       Punitive Damages Excluded.

               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.

ARTICLE 12

GENERAL PROVISIONS

12.1.       Benefit of Parties.

               All
of the terms and provisions of this Technical Assistance Agreement, the
Shareholders 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
hereunder to a third party without the written consent of the other Party;
provided, however, that a Party may assign this Technical Assistance Agreement
and all of a Party’s rights hereunder (or a portion of this Technical
Assistance Agreement and the rights hereunder relating thereto) to, or provide
for the performance of all or part of a Party’s 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 responsibilities
hereunder and (ii) the assignee shall expressly assume in writing and agree to
perform such obligations, liabilities and responsibilities of the assignor.

12.2.       Counterparts.


               This
Technical Assistance 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.


12.3.       Cooperation.

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

21










12.4.
       Index, Captions,
Definitions and Defined Terms.

               The
captions of the Articles of this Technical Assistance Agreement and subsections
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, together with any other defined
terms in this Technical Assistance Agreement, as identified by their insertion
in parentheses and quotation marks (“Defined Terms”), shall be incorporated
herein as written, made a part hereof, and govern the interpretation of the
text of this Technical Assistance Agreement, irrespective of whether such
Definitions or Defined Terms appear in the text of this Technical Assistance
Agreement before or after they are defined.

12.5.
       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 Technical Assistance 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 Default hereunder; provided, however, that such waiver shall not
affect or impair the waiving Party’s rights in respect to any other covenants,
conditions, Breach or Default hereunder.


12.6.
       Force Majeure.

               In
the event that a Party is prevented or delayed from performing, fulfilling or
completing an obligation provided for in this Technical Assistance 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 Technical
Assistance 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.

12.7.
       Notices.

               All
notices, requests, demands or other communications which are required or may be
given pursuant to the terms of this Technical Assistance 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, UPS or equivalent, as follows:

22












	
  If to Tianjin Zerust, to:
	
  TIANJIN ZERUST Anti-Corrosion Technologies Ltd.

	
   
	
  No 127 Tower 1 Huoju Building Huayuan Industry Zone,

	
   
	
  Tinajin, People’s Republic Of China

	
   
	
  Attention: Mr. Meng Tao

	
   
	
  Telefax: 011 86 022 2367 0120

	
   
	
   

	
  Copy to:
	
  Tianjin China March Group Ltd.

	
   
	
  Huoju Building Huayuan Industry Zone, Tianjin

	
   
	
  Attention: Mr. Zhang Binhua

	
   
	
  Telefax: 86 022 2367 0120

	
   
	
   

	
  Copy to:
	
  NTI ASEAN LLC

	
   
	
  c/o Northern Technologies International Corporation

	
   
	
  Attention: President

	
   
	
  6680 North Highway 49

	
   
	
  Lino Lakes, MN 55014

	
   
	
  Telefax: 1-612-784-2902

	
   
	
   

	
  Copy to:
	
  Mr. Yoshiharu Rikuta

	
   
	
  Mr. Haruhiko Rikuta

	
   
	
  Taiyo Petroleum Gas Co., LTD.

	
   
	
  4-9 Nihonbashi-honcho l-chome

	
   
	
  Chuo-ku Tokyo 103

	
   
	
  Japan

	
   
	
  Telefax: 81 33 242 0986

	
   
	
   

	
  Copy to:
	
  Northern Technologies International Corporation

	
   
	
  Attention: Chairman

	
   
	
  One Commerce Park Square

	
   
	
  23200 Chagrin Blvd., Suite 107

	
   
	
  Beachwood, OH 44122

	
   
	
  Telefax: 1-216-595-1741




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

12.8.
       Entire Agreement.


               This
Technical Assistance Agreement, together with the Shareholders Joint Venture
Agreement and the other Ancillary Agreements, contain the entire understanding
of the Parties as of the date of execution of each such agreement.  There are no representations, promises,
warranties, covenants, agreements or undertakings other than those expressly
set forth or provided for in this Technical Assistance Agreement, the
Shareholders 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
Technical Assistance Agreement.  It is
the intent of the Parties to develop the relationship established hereunder,
however, and to amend and supplement this Technical Assistance Agreement so as
to provide for expansion both of Net Sales of Product and of the scope of the
Corporation’s Business with Other Agreed Upon Technologies.  Any amendment or supplement to this
Technical Assistance Agreement, the Shareholders Joint Venture Agreement and
the other Ancillary Agreements must, however, be clearly identified as such and
set forth in writing (“Supplemental Documents”).  Supplemental Documents may include Corporate Resolutions and/or
other written exchanges between Parties, but must be manually signed, in the
original, by duly authorized representatives of the Parties to constitute valid
Supplemental Documents for purposes hereof.


23










12.9.       Validity of Provisions.

               Should
any part of this Technical Assistance Agreement, the Shareholders 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 Technical Assistance Agreement, the Shareholders
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.

12.10.     Governmental Filings.


               TIANJIN
ZERUST shall be responsible for the preparation and filing of all necessary
reports relating to this Technical Assistance 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 ASEAN shall provide whatever information
and documentation reasonably required of and available to it in connection with
the preparation and filing of such reports.


12.11.     Payments.

               Any
payment to be made by TIANJIN ZERUST to NTI ASEAN pursuant to any provision of
this Technical Assistance 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
ASEAN.  NTI ASEAN shall have the right
to specify in writing any bank account to which payments due shall be made.

12.12.     Derivative Enforcement by CMG.

               CMG
may, derivatively for and on behalf of TIANJIN ZERUST, enforce the terms hereof
against NTI ASEAN in the event of a material Breach or Default of this
Agreement by NTI ASEAN.   In the event of
derivative enforcement hereunder, the matter shall be adjudicated in accordance
with the provisions of Article 11 hereof.

24










12.13.     Changes Subject to Approval of CMG.

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

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


	
  NTI ASEAN, LLC
	
   
	
  TIANJIN ZERUST ANTI-CORROSION

  TECHNOLOGIES LTD.

	
   
	
   
	
   

	
   
	
   
	
   

	
  By 
	
  /s/
	
   
	
  By
	
  /s/

	
   
	
  



  	
   
	
   
	
  



  



25










APPROVAL
OF TIANJIN CHINA MARCH GROUP LTD.

               By
its signature hereto CMG approves and agrees to the terms and provisions of
this Technical Assistance Agreement and of the form of the NTI and/or NTI ASEAN
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 CMG shall also have a direct right of action in its own name for the
enforcement of the provisions of this Technical Assistance Agreement.

	
  TIANJIN CHINA MARCH GROUP LTD.

  	
   

	
   
	
   

	
   
	
   

	
  By   /s/

  	
  
	
  Date

	
   
	
  



  	
   
	
   
	
  



  	
   

	
   
	
   

	
  1/9/99
	
   




26