MANAGEMENT AGREEMENT


BY AND BETWEEN


FIBRO-NTI, JOINT STOCK COMPANY


AND


FIBROBETON PRECAST CONCRETE LTD.


DATED AS OF JUNE 24, 2001











TABLE OF CONTENTS


	
  ARTICLE 1

  	
  DEFINITIONS
	
   
	
   

	
   
	
   
	
   
	
   

	
   
	
  1.1.
	
  Shareholders Joint Venture Agreement or
  Agreement
	
   
	
  3

	
   
	
  1.2.
	
  Ancillary Agreements
	
   
	
  3

	
   
	
  1.3.
	
  Parties
	
   
	
  3

	
   
	
  1.4.
	
  NTI
	
   
	
  4

	
   
	
  1.5.
	
  Taiyonic
	
   
	
  4

	
   
	
  1.6.
	
  NTI ASEAN
	
   
	
  4

	
   
	
  1.7.
	
  NTI and/or NTI
  ASEAN Affiliates
	
   
	
  4

	
   
	
  1.8.
	
  Corporation or Joint Venture
	
   
	
  5

	
   
	
  1.9.
	
  Corporation’s Business
	
   
	
  5

	
   
	
  1.10.
	
  Territory
	
   
	
  5

	
   
	
  1.11.
	
  Effective Date
	
   
	
  5

	
   
	
  1.12.
	
  NTI Intellectual Property Rights
	
   
	
  5

	
   
	
  1.13.
	
  Know-How
	
   
	
  6

	
   
	
  1.14.
	
  Materials
	
   
	
  6

	
   
	
  1.15.
	
  Process
	
   
	
  6

	
   
	
  1.16.
	
  Product
	
   
	
  6

	
   
	
  1.17.
	
  Masterbatch
	
   
	
  6

	
   
	
  1.18.
	
  Trademark
	
   
	
  7

	
   
	
  1.19.
	
  NTI and/or NTI
  ASEAN Trade Secrets
	
   
	
  7

	
   
	
  1.20.
	
  Other
  Agreed Upon Technologies
	
   
	
  7

	
   
	
  1.21.
	
  Net Sales
	
   
	
  8

	
   
	
  1.22.
	
  At Cost
	
   
	
  8

	
   
	
  1.23.
	
  Shareholder
	
   
	
  8

	
   
	
  1.24.
	
  Shares
	
   
	
  8

	
   
	
  1.25.
	
  Transfer of Shares
	
   
	
  9

	
   
	
  1.26.
	
  Transferor of Shares
	
   
	
  9

	
   
	
  1.27.
	
  Transfer Price for Shares
	
   
	
  9

	
   
	
  1.28.
	
  Transferee
	
   
	
  9

	
   
	
  1.29.
	
  Change of Control
	
   
	
  9




i













	
  ARTICLE 2
	
  ENGAGEMENT
  OF FIBROBETON AS MANAGER
	
   
	
   

	
   
	
   
	
   
	
   

	
   
	
  2.1.
	
  Engagement of Fibrobeton as Manager
	
   
	
  10

	
   
	
  2.2.
	
  Duties and Authority of Manager
	
   
	
  10

	
   
	
  2.3.
	
  Responsibility of Manager for Specific
  Activities
	
   
	
  10

	
   
	
   
	
   
	
   

	
  ARTICLE 3
	
  PAYMENTS
  TO FIBROBETON FOR ITS SERVICES AS MANAGER OF THE CORPORATION
	
   
	
   

	
   
	
   
	
   
	
   

	
   
	
  3.1.
	
  Basis for Payments
	
   
	
  13

	
   
	
  3.2.
	
  Compensation to Fibrobeton for Management
  Services Rendered to Fibro-NTI with Respect to Product
	
   
	
  13

	
   
	
  3.3.
	
  Compensation to Fibrobeton for Services
  Hereunder with Respect to Other Agreed Upon Technologies
	
   
	
  13

	
   
	
  3.4.
	
  When a Sale is Deemed to Occur
	
   
	
  14

	
   
	
  3.5.
	
  Support Year
	
   
	
  14

	
   
	
  3.6.
	
  Statements and Payment to the Parties Pursuant
  to the Ancillary Agreements
	
   
	
  14

	
   
	
  3.7.
	
  Books and Records
	
   
	
  15

	
   
	
   
	
   
	
   

	
  ARTICLE 4
	
  PROTECTION
  OF FIBROBETON TRADE SECRETS
	
   
	
   

	
   
	
   
	
   
	
   

	
   
	
  4.1.
	
  Identification of Fibrobeton Trade Secrets
	
   
	
  17

	
   
	
  4.2.
	
  Protection of Fibrobeton Trade Secrets
	
   
	
  17

	
   
	
  4.3.
	
  Protection of Fibrobeton Trade Secrets by Agents
  of Fibro-NTI
	
   
	
  17

	
   
	
  4.4.
	
  Remedies in the Event of a Violation of Article
  4 Hereof
	
   
	
  18

	
   
	
   
	
   
	
   

	
  ARTICLE 5
	
  COVENANT
  TO OBSERVE THE DOCTRINE OF “CORPORATE OPPORTUNITY”
	
   
	
   

	
   
	
   
	
   
	
   

	
   
	
  5.1.
	
  Doctrine of Corporate Opportunity and Observance
  Thereof
	
   
	
  19

	
   
	
  5.2.
	
  Agreement Not to Divert Resources
	
   
	
  19

	
   
	
  5.3.
	
  Remedies for Breach of Agreement Not to Divert
  Resources
	
   
	
  20




ii













	
  ARTICLE 6
	
  TERM
  OF AGREEMENT
	
   
	
   

	
   
	
   
	
   
	
   

	
   
	
  6.1.
	
  Indefinite Term
	
   
	
  21

	
   
	
  6.2.
	
  Termination
	
   
	
  21

	
   
	
  6.3.
	
  Termination Upon Change of Control of a Party
	
   
	
  22

	
   
	
  6.4.
	
  Termination Upon Bankruptcy or Insolvency
	
   
	
  22

	
   
	
  6.5.
	
  Payment of Amounts Due
	
   
	
  22

	
   
	
  6.6.
	
  Cooperation Upon Termination
	
   
	
  23

	
   
	
  6.7.
	
  Non-Release of Obligations
	
   
	
  23

	
   
	
  6.8.
	
  Cessation of Rights Upon Termination
	
   
	
  23

	
   
	
   
	
   
	
   

	
  ARTICLE 7
	
  DEFAULT
	
   
	
   

	
   
	
   
	
   
	
   

	
   
	
  7.1.
	
  Event of Default
	
   
	
  24

	
   
	
  7.2.
	
  Remedies Upon Default or Breach
	
   
	
  24

	
   
	
  7.3.
	
  Non-Waiver of Rights
	
   
	
  25

	
   
	
   
	
   
	
   

	
  ARTICLE 8
	
  DISPUTE
  RESOLUTION
	
   
	
   

	
   
	
   
	
   
	
   

	
   
	
  8.1.
	
  Dispute Resolution by Arbitration
	
   
	
  26

	
   
	
  8.2.
	
  Disputes Not Subject to Arbitration
	
   
	
  26

	
   
	
  8.3.
	
  Conduct of Arbitration Proceedings
	
   
	
  27

	
   
	
  8.4.
	
  Designation of the “Prevailing Party”
	
   
	
  27

	
   
	
  8.5.
	
  Punitive Damages Excluded
	
   
	
  27

	
   
	
   
	
   
	
   

	
  ARTICLE 9
	
  GENERAL
  PROVISIONS
	
   
	
   

	
   
	
   
	
   
	
   

	
   
	
  9.1.
	
  Benefit of Parties
	
   
	
  28

	
   
	
  9.2.
	
  Counterparts
	
   
	
  28

	
   
	
  9.3.
	
  Cooperation
	
   
	
  28

	
   
	
  9.4.
	
  Index, Captions, Definitions and Defined Terms
	
   
	
  29

	
   
	
  9.5.
	
  Waiver of Compliance
	
   
	
  29

	
   
	
  9.6.
	
  Force Majeure
	
   
	
  29

	
   
	
  9.7.
	
  Notices
	
   
	
  29

	
   
	
  9.8.
	
  Entire Agreement
	
   
	
  31

	
   
	
  9.9.
	
  Validity of Provisions
	
   
	
  31

	
   
	
  9.10.
	
  Governmental Filings
	
   
	
  32




iii













	
   
	
  9.11.
	
  Payments.
	
   
	
  32

	
   
	
  9.12.
	
  Derivative Enforcement by NTI
	
   
	
  32

	
   
	
  9.13.
	
  Changes Subject to Approval of NTI.
	
   
	
  32

	
   
	
   
	
   

	
  APPROVAL
  OF NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION
	
   
	
  34

	
  APPROVAL OF ATAGENÇER, LLC
	
   
	
  34




APPENDICES

	
  APPENDIX I

  	
  NTI Affiliates

	
  APPENDIX II 
	
  NTI ASEAN Affiliates

	
  APPENDIX III
	
  Trademark Documentation

	
  APPENDIX IV
	
  Form of Trade Secrecy Agreement for the Benefit of
  NTI and/or NTI ASEAN

	
  APPENDIX V
	
  Form of Trade Secrecy Agreement for the Benefit of
  Fibrobeton




iv









MANAGEMENT AGREEMENT


               This Management
Representation Agreement (“Management Agreement”) is made and entered into as of June
24, 2001, by and between and FIBRO-NTI, JOINT
STOCK COMPANY, a joint stock company organized under the laws of
Turkey (“Fibro-NTI” or the “Corporation”) and FIBROBETON
PRECAST CONCRETE LTD. (“Fibrobeton”). The address of Fibro-NTI,
Joint Stock Company is Elemanari Sanaye Insaat, ve Tic. Ltd.
Sti, Karanfil Cad. 27, 80620 1. Levent, Istanbul, Turkey, and the address
of Fibrobeton Precast Concrete Ltd. is Elemanari Sanaye Insaat, ve
Tic. Ltd. Sti, Karanfil Cad. 27, 80620 1. Levent, Istanbul, Turkey.


2











ARTICLE 1

DEFINITIONS

          For the purposes of this 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 (as hereinafter
defined), and the other Parties (as hereinafter defined) dated as of June 24,
2001, for the formation and governance of a new entity under the laws of Turkey
in the form of a limited liability company which shall be known as Fibro-NTI
(“Fibro-NTI” or the “Corporation”).

1.2.    Ancillary
Agreements.

          The
following are the Ancillary Agreements and the Parties thereto:

	
   
	
  1.2.1.
	
  Management
  Agreement between Fibrobeton and the Corporation (“Management Agreement”);
  and

	
   
	
   
	
   

	
   
	
  1.2.2.
	
  Sales
  Representation Agreement between Atagençer, LLC (“Atagençer”) and the
  Corporation (“Sales Representation Agreement”); and

	
   
	
   
	
   

	
   
	
  1.2.3.
	
  License
  Agreement between NTI and the
  Corporation (“License Agreement”); and

	
   
	
   
	
   

	
   
	
  1.2.4.
	
  Technical
  Assistance and Marketing Support Agreement between NTI and the Corporation (“Technical Assistance Agreement”).




1.3.    Parties.

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


3











1.4.    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
the Corporation pursuant to the Shareholders Joint Venture Agreement.  In addition, NTI is the owner of a 50%
interest in NTI ASEAN (as hereinafter defined).

1.5.    Taiyonic.

          Taiyonic
Ltd., a company organized under the laws of Japan and an NTI Affiliate, which
may help in marketing Product to Japanese companies for and on behalf of
Fibro-NTI, either in the Territory or internationally as per terms to be agreed
to with the support of NTI, as the Parties desire.  Taiyonic is 50% owned by NTI and 50% by Taiyo Petroleum Gas Co.
Ltd.

1.6.    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 ASEAN
Region (as set forth in Article 1.7.2 hereof), outside of Japan and the
Republic of South Korea.  NTI ASEAN is
owned 50% by NTI and 50% by Taiyo Petroleum Gas Co. Ltd.

1.7.    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 Know-How,
Materials, Process, Product and/or Masterbatch anywhere in the world.


4











          1.7.1     NTI
Affiliates.

          Current NTI Affiliates are set
forth in Appendix I hereof.

          1.7.2     NTI
ASEAN Affiliates.

          Current
NTI ASEAN Affiliates are set forth in Appendix II hereof.

1.8.    Corporation
or Joint Venture.

          Fibro-NTI,
that entity created in Turkey by the Parties pursuant to the Shareholders Joint
Venture Agreement to conduct the Corporation’s Business in the Territory,
also referred to herein as  “Fibro-NTI”.

1.9.    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.

1.10.   Territory.

          The Territory of Turkey and any
other Territories as shall be agreed between the Parties. 


1.11.   Effective Date.


          The
date upon which all necessary formal approvals from the appropriate authorities
of the Republic of Turkey for the Shareholders Joint Venture Agreement were
obtained and the Corporation was duly registered pursuant to the Shareholders
Joint Venture Agreement and the Ancillary Agreements as appropriate in the
Territory. 

1.12.   NTI
Intellectual Property Rights.

          The Know-How, 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.

5










1.13.   Know-How.

          The technology, formulae, methods
and procedures developed by NTI at considerable expense over a period of many
years, both directly and through NTI Affiliates; 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.

1.14.   Materials.

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

1.15.   Process.

          The procedure utilizing the
Know-How 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.


1.16.   Product.


          Volatile
Corrosion Inhibiting (“VCI”) materials incorporated in 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.

1.17.   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.

6










1.18.   Trademark.

          The
name and style “ZERUST”, the “Zerust People”, “EXCOR”, the NTI Logo and the
Color Yellow as applied to VCI packaging materials, including trade literature,
technical specifications and application instructions, and promotional material
pertaining thereto, together with any ancillary trademark registrations, which
may differ between various jurisdictions. 
NTI is the registered owner of the Trademark in the Jurisdictions cited
hereof in Appendix III.

1.19.   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 Know-How, Materials, Process, Product, and/or Masterbatch, together
with information regarding
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.

1.20.   Other Agreed Upon Technologies.

In conformity with the
objectives of the Parties hereto to expand the commercial activities of
Fibro-NTI 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 activities, 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
activities as “Other Agreed Upon Technologies” to be treated as set forth in
the Shareholders Joint Venture Agreement and the Ancillary Agreements.

7










1.21.   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. 

1.22.   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”).

1.23.   Shareholder.

          Any holder, from time to time, of
Shares of 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.

1.24.   Shares.

          Any validly issued shares of the
Corporation owned by any Shareholder pursuant to the Shareholders Joint Venture
Agreement.

8










1.25.   Transfer of
Shares.

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

1.26.   Transferor of
Shares.

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

1.27.   Transfer Price
for Shares.

          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.

1.28.   Transferee.


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

1.29.   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.

9










ARTICLE 2

ENGAGEMENT OF FIBROBETON AS MANAGER

2.1.    Engagement
of Fibrobeton as Manager.

          Fibro-NTI hereby engages Fibrobeton
to implement the Purposes of the Joint Venture (as defined in Article 3 of the
Shareholders Joint Venture Agreement) and to manage, supervise and conduct the
Corporation’s Business. Fibrobeton hereby
accepts such engagement and agrees to serve in such capacity in accordance with
the terms hereof and with the terms of the Shareholders Joint Venture
Agreement and the other Ancillary Agreements.

2.2.    Duties and
Authority of Manager.

          Fibrobeton shall have all authority
which may be necessary, desirable or appropriate in connection with the
discharge of Fibrobeton’s duties hereunder, subject only to applicable
limitations contained in the Shareholders Joint Venture Agreement and the
Ancillary Agreements, and the provisions of Article 2 hereof.  Fibrobeton shall use its best efforts in the
performance of its duties and shall discharge same and conduct the
Corporation’s Business in a good, workmanlike
and commercially reasonable manner and in accordance with sound business
practices and the standard of diligence and care normally exercised by duly
qualified persons in the performance of comparable work in the Territory.

2.3.    Responsibility
of Manager for Specific Activities.


          In the course of fulfilling its
responsibilities pursuant to this Management Agreement, Fibrobeton shall carry
out the following activities on behalf of Fibro-NTI.

	
   
	
  2.3.1.
	
  Cause Fibro-NTI
  to comply with the terms of the Shareholders Joint Venture Agreement and the
  Ancillary Agreements;

	
   
	
   
	
   

	
   
	
  2.3.2.
	
  Acquire such
  materials, supplies, equipment, services and technical assistance as may be
  necessary, desirable or appropriate for the conduct of the Corporation’s
  Business;

	
   
	
   
	
   

	
   
	
  2.3.3.
	
  Procure from
  outside experts, consultants and professionals such engineering, legal,
  advertising, promotional, and, except for accounting services (which shall be
  provided in accordance with the Shareholders Joint Venture Agreement), other
  advisory and professional services as may be necessary, desirable or appropriate
  for the conduct of the Corporation’s Business;




10












	
   
	
  2.3.4.
	
  Protect, keep
  and maintain the properties and assets of Fibro-NTI and such properties and
  assets of the Parties to the Shareholders Joint Venture Agreement as are in
  the Corporation’s actual possession;

	
   
	
   
	
   

	
   
	
  2.3.5.
	
  Hire, train and
  supervise such personnel as may be necessary, desirable or appropriate for
  the conduct of the Corporation’s Business;

	
   
	
   
	
   

	
   
	
  2.3.6.
	
  Provide all
  executive and administrative responsibilities and services necessary,
  desirable or appropriate for the conduct of the Corporation’s Business;

	
   
	
   
	
   

	
   
	
  2.3.7.
	
  Cause Fibro-NTI
  to comply with all laws applicable to it;

	
   
	
   
	
   

	
   
	
  2.3.8.
	
  Process all
  customer orders, provide billings to customers and make adjustments with
  customers as appropriate;

	
   
	
   
	
   

	
   
	
  2.3.9.
	
  Manage the
  credit risk of the Corporation including making inquiries regarding the
  creditworthiness of potential customers;

	
   
	
   
	
   

	
   
	
  2.3.10.
	
  Manufacture or
  cause the manufacture of Product and Other Agreed Upon Technologies in the
  Territory, and, as far as Fibrobeton and its affiliates are concerned, At
  Cost; 

	
   
	
   
	
   

	
   
	
  2.3.11.
	
  Maintain the
  books and records of the Corporation in accordance with the normal practices
  of similar businesses in the Territory;

	
   
	
   
	
   

	
   
	
  2.3.12.
	
  Prepare and file
  with governmental authorities all required reports and returns relating to
  the Corporation’s Business;

	
   
	
   
	
   

	
   
	
  2.3.13.
	
  Procure on
  behalf of the Corporation such product liability, public liability and other
  liability, casualty, and general insurance, as may be necessary, desirable
  and appropriate for the conduct of the Corporation’s Business in the
  Territory;




11













	
   
	
  2.3.14.
	
  Establish and
  maintain a segregated bank account or accounts in the name of the Corporation
  for the deposit and disposition of all funds generated by and disbursed for
  the Corporation’s Business;

	
   
	
   
	
   

	
   
	
  2.3.15.
	
  Apply standards
  for the extension of credit and establish and maintain systems for the
  collection of all accounts, including overdue accounts in accordance with the
  normal practices of similar businesses in the Territory;

	
   
	
   
	
   

	
   
	
  2.3.16.
	
  Coordinate the
  pricing and discount structure for the sale of Product and Other Agreed Upon
  Technologies to customers and/or distributors in the Territory, which will
  result in a reasonable profit to the Corporation, subject to the provisions
  of Article 7.3.17. of the Shareholders Joint Venture Agreement;

	
   
	
   
	
   

	
   
	
  2.3.17.
	
  Arrange for the
  preparation and delivery of the Corporation’s financial statements as
  required by the Shareholders Joint Venture Agreement;

	
   
	
  2.3.18.
	
  Cause Agents of
  the Corporation to execute appropriate Trade Secrecy Agreements for the
  benefit of NTI and/or NTI ASEAN,
  substantially in the form of Appendix IV hereto; and to execute Trade Secrecy
  Agreements for the benefit of Fibrobeton, substantially in the form of
  Appendix V hereto; and

	
   
	
  2.3.19.
	
  Perform or cause
  the Corporation to perform all other acts and functions as may be necessary,
  desirable or appropriate in connection with the conduct of the Corporation’s
  Business within its corporate authority as stated in Fibro-NTI’s Articles of
  Association, subject to the Shareholders Joint Venture Agreement, the
  Ancillary Agreements and duly adopted Resolutions of the Board of Directors.




12










ARTICLE 3

PAYMENTS TO FIBROBETON FOR ITS SERVICES AS

MANAGER OF THE CORPORATION


3.1.    Basis for
Payments.


          Fibro-NTI shall make payments to
Fibrobeton which are provided for in Article 3 of this Management Agreement in
consideration of the services performed by Fibrobeton as set forth in Articles
2 and 3 hereof.  Such payments shall be
made throughout the full term of this Management Agreement as compensation for
the services set forth above and duly provided by Fibrobeton.

3.2.    Compensation
to Fibrobeton for Management Services Rendered to Fibro-NTI with Respect to
Product.

          As compensation for the management
services to be rendered by Fibrobeton pursuant to this Management Agreement
with respect to Product, Fibro-NTI shall pay to Fibrobeton a fee equal to seven
and a half percent (7.5%) of the amount of Net Sales of Product, plus
reimbursement of reasonable, direct out-of-pocket expenses (At Cost) paid or
incurred by Fibrobeton in the discharge of its responsibilities hereunder.  Such amounts shall be paid to Fibrobeton
within thirty (30) days after the conclusion of each quarterly period, based
upon Net Sales and out-of-pocket expenses during the preceding quarterly period. 
There shall, however, be no separate or additional compensation in
conjunction with services, such as accounting, invoicing or other
management or administrative functions, which services are to be performed by
Fibrobeton within the scope of its responsibilities as Manager.

3.3.    Compensation
to Fibrobeton for Services Hereunder with Respect to Other Agreed Upon
Technologies.

          Compensation
to Fibrobeton for services rendered within the scope of this Management Agreement with respect to Other Agreed Upon
Technologies shall be as agreed between the Parties on a case-by-case
basis.  Unless otherwise agreed between
the Parties, however, Fibrobeton shall perform substantially the same
functions, and have substantially the same rights, duties and obligations with
respect to Other Agreed Upon Technologies as it does with respect to Product.
Accordingly, Fibrobeton’s total Compensation with respect to the services
rendered with respect to Other Agreed Upon Technologies shall, unless otherwise
agreed between the Parties, be equal to the total Compensation paid to
Fibrobeton for the services it renders to the Corporation with respect to
Product.

13











3.4.    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.

3.5.    Support
Year.

          The term Support Year (“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 on the
next December 31 date.

3.6.    Statements
and Payment to the Parties Pursuant to the Ancillary Agreements.

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

	
   
	
  3.6.1.
	
  To prepare and
  deliver to the Parties 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); and

	
   
	
   
	
   
	
   

	
   
	
   
	
  (ii)
	
  The total amount
  of compensation based upon Net Sales of Product (computed as hereinbefore
  provided) payable to Fibrobeton for its Management  Services to the Corporation hereunder; and

	
   
	
   
	
   
	
   

	
   
	
   
	
  (iii)
	
  The total amount
  of compensation based upon Net Sales of Product payable to Atagençer pursuant
  to the Sales Representation Agreement; and




14













	
   
	
   
	
  (iv)
	
  The total amount
  of compensation based upon Net Sales of Product payable to NTI pursuant to
  the License Agreement; and

	
   
	
   
	
   
	
   

	
   
	
   
	
  (v)
	
  The total amount
  of compensation based upon Net Sales of Product payable to NTI pursuant to
  the Technical Assistance and Marketing Support; and

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

	
   
	
   
	
  (vii)
	
  The total amount of compensation based upon Net Sales of
  Other Agreed Upon Technologies (computed as hereinbefore provided) payable to
  Fibrobeton for its Management Services to the Corporation hereunder; and

	
   
	
   
	
  (viii)
	
  The total amount of compensation based upon Net Sales of
  Other Agreed Upon Technologies (computed as hereinbefore provided) payable to
  Atagençer pursuant to the Sales
  Representation Agreement; and

	
   
	
   
	
  (ix)
	
  The total amount of compensation based upon Net Sales of
  Other Agreed Upon Technologies (computed as hereinbefore provided) payable to
  NTI pursuant to the License
  Agreement; and

	
   
	
   
	
   
	
   

	
   
	
   
	
  (x)
	
  The total amount of compensation based upon Net Sales of
  Other Agreed Upon Technologies (computed as hereinbefore provided) payable to
  NTI pursuant to the Sales Representation Agreement.

	
   
	
   
	
   

	
   
	
  3.6.2.
	
  Pay the full
  amount of compensation to the Parties which each Party is entitled pursuant
  Article 3.6.1. hereof.




3.7.    Books and
Records.

          Fibrobeton covenants and agrees
that, as part of its duties under Article 2 hereof, it will cause Fibro-NTI:


15












	
   
	
  3.7.1.
	
  To keep complete
  and accurate commercial and financial records and books of account showing
  the amount of billings to customers and
  the amount of deductions therefrom in arriving at Net Sales of Product and of
  Other Agreed Upon Technologies and all additional data and information
  which may be reasonably necessary to enable Fibrobeton or its independent
  accountants to verify the completeness and accuracy for each item of
  information which Fibro-NTI is required to set forth in each of the
  statements referred to in Article 3.6.1.;

	
   
	
   
	
   

	
   
	
  3.7.2.
	
  To keep all such
  commercial and financial records and books of account at its principal office
  and to 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

	
   
	
   
	
   

	
   
	
  3.7.3.
	
  To make such
  commercial and financial records, books of account, data and information
  available to Fibrobeton and/or its representatives and independent
  accountants and to give 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
  Fibro-NTI is required to set forth in each of the statements referred to in
  Article 3.7.1. hereof.  In addition,
  the Parties shall have the right to make copies of any of the foregoing.  The independent accountants of Fibro-NTI
  shall in the ordinary course of business provide written confirmation and
  certification to the Parties, at least annually, to the Financial Bank
  Records of Fibro-NTI.  The cost of
  such reports shall be borne by Fibro-NTI. 
  In the event that a Party shall cause its representatives to confirm or verify the accuracy of the data supplied
  by the Corporation, then the costs and fees of such representatives
  shall be borne by such Party, unless such representatives shall determine, to
  the satisfaction of the Corporation’s independent accountants, that there is
  a variation in the reporting of the Financial Bank Records or more, in which
  event the costs and fees of such Party’s representatives and/or accountants
  shall be borne by the Corporation.




16










ARTICLE 4
PROTECTION OF FIBROBETON TRADE SECRETS


4.1.    Identification
of Fibrobeton Trade Secrets.


          The Parties acknowledge that it is
not intended that Fibrobeton impart its technology or trade secrets to the
Corporation or, through the Corporation, to NTI.  The Parties recognize, however, that
Fibrobeton may impart information to the Corporation to further the
Corporation’s Business, which Fibrobeton considers to be proprietary in nature
and thus wishes to be kept confidential, and that such Fibrobeton Trade Secrets
may come to be imparted to NTI through
the Corporation.  In order for such information to be considered under the category
of Fibrobeton Trade Secrets, Fibrobeton must alert the Corporation and NTI to the fact that it intends to
impart information it considers proprietary to the Corporation, in writing, in
advance of imparting such information, and clearly identify such information as
a Fibrobeton Trade Secret (“Fibrobeton Trade Secrets”).

4.2.    Protection
of Fibrobeton Trade Secrets.

          Fibro-NTI agrees that during the
term of this Management Agreement, as well as following its termination and for
all times thereafter, it shall keep secret and confidential all Fibrobeton
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.  Fibrobeton Trade Secrets shall not be
disclosed by Fibro-NTI 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 Fibro-NTI, or (ii) to the extent that the
disclosure thereof may be required pursuant to the order of any court or other
governmental body.  If a Fibrobeton
Trade Secret shall be in the public domain as the result of an act by Fibro-NTI
or any Agent thereof, then Fibro-NTI shall nevertheless continue to keep such
Fibrobeton Trade Secret secret and inviolate.

4.3.    Protection
of Fibrobeton Trade Secrets by Agents of Fibro-NTI.


          Neither Fibro-NTI, nor its Agents
(as hereinafter defined), shall at any time copy, remove from their proper
location - be it within the Corporation or elsewhere - or retain without
Fibrobeton’s prior written consent, the originals or copies of any Fibrobeton
Trade Secrets.  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 Fibrobeton Trade Secrets be strictly maintained both as to
original documents and copies thereof.

17











	
   
	
  4.3.1.
	
  Insofar as the
  officers, employees and consultants of Fibro-NTI (herein collectively
  “Agents”) who come in contact with Fibrobeton Trade Secrets are concerned,
  Fibro-NTI shall cause such Agents to enter into Fibrobeton Trade Secrecy
  Agreements substantially in the form of Appendix
  V to this Agreement.  Fibro-NTI shall
  exert its best efforts to cause its Agents to adhere to and to abide
  by the provisions, restrictions and limitations of the Fibrobeton Trade
  Secrecy Agreements which efforts shall include the institution and
  prosecution of appropriate litigation if such be necessary and desirable.

	
   
	
   
	
   

	
   
	
  4.3.2.
	
  The Parties hereby
  agree and acknowledge that Fibrobeton is an intended third party beneficiary
  of the Fibrobeton Trade Secrecy Agreements, and that Fibrobeton may in its
  sole discretion, on its own behalf or derivatively and/or on behalf of the
  Corporation directly enforce the provisions of the Fibrobeton Trade Secrecy
  Agreements and/or any breach thereof against any and all Agents of Fibro-NTI
  (as defined in Article 4.3.1 hereof) who have executed same.




4.4.    Remedies
in the Event of a Violation of Article 4 Hereof.

          It is understood and recognized by
Fibro-NTI that in the event of any violation by Fibro-NTI and/or its Agents of
the provisions of Article 4 hereof, Fibrobeton’s remedy at law will be
inadequate and Fibrobeton will suffer irreparable injury.  Accordingly, Fibro-NTI consents to
injunctive and other appropriate equitable relief upon the institution of legal
proceedings therefor by Fibrobeton and in any court of competent jurisdiction
to protect Fibrobeton Trade Secrets. 
Such relief shall be in addition to any other relief to which Fibrobeton
may be entitled at law or in equity, which shall include but not be limited to
the right of immediate termination of this Management Agreement.


18











ARTICLE 5

COVENANT TO OBSERVE THE

DOCTRINE OF “CORPORATE OPPORTUNITY”

5.1.    Doctrine
of Corporate Opportunity and Observance Thereof.

          It is
the intent of the Parties to this Management 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
and implementation 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 application 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”).

5.2.    Agreement
Not to Divert Resources.

          Fibrobeton and Fibro-NTI agree that
during the term of this Management 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 Fibrobeton 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 Management Agreement
is terminated: (i) because of a material Breach of the Shareholders Joint
Venture Agreement by a Party; (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
6 hereof; (iv) pursuant to Article 7 hereof; or (v) upon a Breach of Article 4
or 5 hereof, then the Party in Breach or subject to such adverse condition
shall continue to be bound by the provisions of Article 4 of this Management
Agreement for a period of three years following the date of termination, but
Fibro-NTI shall at no time be permitted to use Fibrobeton Trade Secrets, for
any activity outside the Corporation, including but not limited to such
activities which would have the effect of diverting resources from the
Corporation.


19











5.3.    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 5 hereof by a Party, the remedy at law will be
inadequate and that the other Party to this Management Agreement shall
suffer irreparable injury.  Accordingly,
each Party to this Management Agreement consents to injunctive or other
appropriate equitable relief upon the institution of legal proceedings therefor
by the non-violating 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 Management Agreement.

20











ARTICLE 6

TERM OF AGREEMENT

6.1.    Indefinite
Term.

          This Management 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.

6.2.    Termination.

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

	
   
	
  6.2.1.
	
  Terminated by
  either Party in accordance with the provisions of Articles 4 and/or 5
  hereof;

	
   
	
   
	
   

	
   
	
  6.2.2.
	
  Terminated in
  accordance with Article 6.3 and/or Article 6.4 hereof;

	
   
	
   
	
   

	
   
	
  6.2.3.
	
  Terminated by
  either Party by reason of a material Breach or Default of this Management
  Agreement by the other Party which has not been cured or remedied in
  accordance with Article 7 hereof; or

	
   
	
   
	
   

	
   
	
  6.2.4.
	
  Terminated
  automatically, in conjunction with the termination of the Shareholders Joint
  Venture Agreement or any of the other 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
  Management Agreement shall likewise terminate on the same date, without any
  further act or notice given by a Party hereto.




21










6.3.    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 may, upon six (6)
months prior written notice given to such Party, terminate this Management
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.

6.4.    Termination
Upon Bankruptcy or Insolvency.   

          If Fibro-NTI hereto shall become bankrupt or
insolvent or shall file for any debtor relief proceedings, or if there shall be
filed in Court against a Party legal proceedings for bankruptcy, insolvency,
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 Management 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
Management Agreement is to be deemed an executory contract, then the other
Party shall continue to perform under the terms of this Management Agreement
if:

	
   
	
  6.4.1.
	
  Payments due
  under this Management Agreement for past obligations are rendered in full by
  the Party subject to such proceedings;

	
   
	
   
	
   

	
   
	
  6.4.2.
	
  Payments due
  under this Management Agreement for present obligations are rendered by
  the Party subject to such proceedings pursuant to a payment schedule acceptable to the other Party;
  and

	
   
	
   
	
   

	
   
	
  6.4.3.
	
  All other
  provisions of this Management Agreement are complied with fully by the
  Party subject to such proceedings.




6.5.    Payment of Amounts Due.

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


22











6.6.    Cooperation
Upon Termination.

          Upon termination of this Management
Agreement, the Corporation shall cooperate with Fibrobeton in transferring
Fibrobeton Trade Secrets, if any, to Fibrobeton or its designated assignee; and
Fibrobeton and Corporation shall cooperate with NTI and/or NTI ASEAN in transferring NTI Intellectual
Property Rights, together with NTI and/or NTI ASEAN Trade Secrets to NTI, NTI ASEAN or their designated assignee.

6.7.    Non-Release
of Obligations.

          The
termination of this Management 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 4, upon termination
of this Management Agreement, Fibrobeton Trade Secrets shall continue to be
kept secret and confidential.

6.8.    Cessation of Rights
Upon Termination.

          Upon the termination of this
Management Agreement, for reason of Default or Breach of this Management
Agreement or of the Shareholders Joint Venture Agreement or an Ancillary
Agreement, all rights which the Party in Default (“Defaulting Party”) may have under or pursuant to this Management
Agreement shall forthwith cease and terminate. 
If a dispute as to whether a Default or Breach exists is
submitted to Arbitration under Article 8 hereof, the Parties shall jointly
appoint a trustee or agent to oversee the execution of the duties hereunder and
the protection of rights hereunder of the Party allegedly in Default and/or
Breach.  If the Parties cannot agree on
a trustee or agent for such purposes, the Arbitration Panel shall forthwith
appoint same.

23











ARTICLE 7

DEFAULT

7.1.    Event of
Default.

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

	
   
	
  7.1.1.
	
  Non-payment of
  funds by one Party to another Party when due and owing; and/or

	
   
	
   
	
   

	
   
	
  7.1.2.
	
  A material Breach (“Breach”) of any provision of this Management
  Agreement other than Articles 4 and/or 5 hereof, of the Shareholders Joint Venture Agreement,
  or any of the other Ancillary Agreements; and/or

	
   
	
   
	
   

	
   
	
  7.1.3.
	
  A Breach of Articles 4 and/or 5 hereof.




7.2.    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:

	
   
	
  7.2.1.
	
  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 Management Agreement to be performed, observed or complied with by it, then
  the Party against whom such
  Default or Breach shall have been committed shall have
  the right to declare a
  Default and terminate this Management Agreement unless the Party in Default
  or Breach shall cure such failure to pay, 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. 




24












	
   
	
  7.2.2.
	
  Notwithstanding
  the foregoing, in the event of a violation of Articles 4 and/or 5 hereof by a
  Party hereto, the other Party may at its sole discretion terminate this
  Management Agreement with immediate effect upon giving notice to the Party in
  Default or Breach of Articles 4 and/or 5 hereof as provided herein.




7.3.    Non-Waiver
of Rights.

          A Party’s
failure to terminate this Management Agreement on account of any Breach or
Default by the other
Party as provided in Article 7.1 or 7.2 hereof shall in no event constitute or
be deemed to constitute a waiver by such Party of its right to terminate this
Management Agreement at any time while any such Breach or Default continues
(subject to the provisions of Article 7.2 hereof), or on account of any
subsequent Breach or Default by a Party.


25











ARTICLE 8
DISPUTE RESOLUTION

8.1.    Dispute
Resolution by Arbitration.

          Any and all disputes, except as
excluded under Article 8.2 hereof, which may arise between the Parties during
the term of this Management Agreement, after the termination thereof, or
following the liquidation or dissolution of the Corporation, 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:

	
   
	
  8.1.1.
	
  A dispute as to
  whether a Default exists;

	
   
	
   
	
   

	
   
	
  8.1.2.
	
  A dispute as to
  whether a Default entitles the non-defaulting Party to terminate this
  Management Agreement;

	
   
	
   
	
   

	
   
	
  8.1.3.
	
  A dispute as to
  the validity of this Article 8;

	
   
	
   
	
   

	
   
	
  8.1.4.
	
  A dispute
  relating to the construction, meaning, interpretation, application or effect
  of this Management Agreement or anything contained herein; 

	
   
	
   
	
   

	
   
	
  8.1.5.
	
  A dispute as to
  the rights, obligations or liabilities of the Parties hereunder.




8.2.    Disputes Not Subject
to Arbitration.

          Notwithstanding anything to the
contrary set forth in this Management Agreement:


	
   
	
  8.2.1.

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

	
   
	
   
	
   

	
   
	
   
	
   

	
   
	
  8.2.2.
	
  Arbitration may
  not be invoked if Fibrobeton, in its capacity as Manager of Fibro-NTI, causes
  Fibro-NTI to commit a Breach or Default of this Management Agreement or of
  the Shareholders Joint Venture Agreement or of any of the Ancillary
  Agreements. Such action shall be considered a Breach by Fibrobeton of Article
  6.2 hereof.




26












	
   
	
  8.2.3.
	
  Arbitration may
  not be invoked if a Party violates the provisions of this Management
  Agreement relating to Fibrobeton Trade Secrets or Corporate Opportunity.  In such event, the remedies set forth in
  Articles 4, 5 and/or 7 hereof shall apply.




8.3.    Conduct of Arbitration
Proceedings.

          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 the interpretation of this
Management Agreement, the laws of Turkey shall apply.  Judgment upon the award rendered by the arbitrator in favor of the Prevailing Party, which shall
include 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 Turkey in the world pursuant to such
judgment.


8.4.    Designation
of the “Prevailing Party”.


          In each case in which arbitration
is invoked under this Management 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”).

8.5.    Punitive
Damages Excluded.

          The
Prevailing Party in an arbitration proceeding convened hereunder shall be
awarded in arbitration 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.

27










ARTICLE 9

GENERAL PROVISIONS

9.1.    Benefit of
Parties.

          All of
the terms and provisions of this Management 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 to a third party without
the written consent of the other Party; provided, however, that a
Party may assign this Management Agreement and all of such Party’s rights
hereunder (or a portion of this Management Agreement and the rights hereunder
relating thereto) to, or provide for the performance of all or part of such
Party’s obligations hereunder by, an entity 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.

9.2.    Counterparts.


          This Management 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.

9.3.    Cooperation.

          During the term of this Management
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 this Management 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.

28










9.4.    Index, Captions,
Definitions and Defined Terms.

          The captions of the Articles of
this Management 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 Management 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 Management Agreement, irrespective of whether
such Definitions or Defined Terms appear in the text of this Management
Agreement before or after they are defined.

9.5.    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
Management 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 Party 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.

9.6.    Force
Majeure.


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

9.7.    Notices.

          All notices,
requests, demands or other communications which are required or may be given
pursuant to the terms
of this Management 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:

29











	
  If to
  Fibrobeton, to:
	
  Fibrobeton
  Precast Concrete Ltd.

	
   
	
  Elemanari Sanaye
  Insaat

	
   
	
   

	
   
	
  ve Tic. Ltd.
  Sti, Karanfil Cad. 27

	
   
	
   

	
   
	
  80620 1. Levent

	
   
	
   

	
   
	
  Istanbul, Turkey

	
   
	
   

	
  If to Fibro-NTI,
  to:
	
  Fibro-NTI

	
   
	
  Elemanari Sanaye Insaat

	
   
	
   

	
   
	
  ve Tic. Ltd. Sti, Karanfil Cad. 27

	
   
	
   

	
   
	
  80620 1. Levent

	
   
	
   

	
   
	
  Istanbul

	
   
	
  Turkey

	
   
	
   

	
  Copy to:
	
  Northern
  Technologies International Corporation

	
   
	
  Attention:  President

	
   
	
  6680 North
  Highway 49

	
   
	
  Lino Lakes,
  MN  55014

	
   
	
  Telefax:  1-651-784-2902

	
   
	
   

	
  Copy to:
	
  Northern
  Technologies International Corporation

	
   
	
  Attention:  Chairman

	
   
	
  23205 Mercantile
  Road

	
   
	
  Beachwood,
  OH  44122

	
   
	
  Telefax:  1-216-595-1741

	
   
	
   

	
  Copy to:
	
  Atagençer, LLC

	
   
	
  Attention: Dr. Mehmet Gençer

	
   
	
  10988 Tanager Trail

	
   
	
  Brecksville, OH 
  44141

	
   
	
  Tel: 440-838-4543

	
   
	
  Fax: 440-838-4584




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

30











9.8.    Entire
Agreement.

          This
Management 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 each such agreement. 
There are no representations, promises, warranties, covenants,
agreements or undertakings other than those expressly set forth or provided for
in this Management 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 Management Agreement. 
It is the intent of the Parties to develop the relationship established
hereunder, however, and to amend and supplement this Management 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
Management 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.

9.9.    Validity
of Provisions.

          Should any part of this Management
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
Management 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.

31











9.10.   Governmental
Filings.

          Fibrobeton shall be responsible for
the preparation and filing of all necessary reports relating to this Management
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
information and documentation reasonably required of and available to it in
connection with the preparation and filing of such reports.

9.11.   Payments.

          Any payment to be made to
Fibrobeton pursuant to any provision of this Management 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 Fibrobeton. 
Fibrobeton shall have the right to specify in writing any bank account
to which payments due it shall be made.

9.12.   Derivative Enforcement
by NTI

          In the event of a Material Breach
or Default of this Management Agreement by Fibrobeton and/or its Agents, NTI
may, derivatively for and on behalf of the Corporation, enforce the terms
hereof against Fibrobeton and/or its Agents. 
In the event of derivative enforcement hereunder, the matter shall be
adjudicated in accordance with the provisions of Article 8 hereof.

9.13.   Changes Subject
to Approval of NTI.

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

9.14.   Changes Subject
to Approval of Atagençer.

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


32











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

	
  FIBROBETON PRECAST CONCRETE LTD.
	
   

	
   
	
   

	
   
	
   

	
  By  
	
    /s/
	
   

	
   
	
  



  	
   

	
   
	
   

	
   
	
   

	
  FIBRO-NTI, JOINT STOCK
  COMPANY
	
   

	
   
	
   

	
   
	
   

	
  By  
	
    /s/
	
   

	
   
	
  



  	
   




33










APPROVAL
OF NORTHERN TECHNOLOGIES

INTERNATIONAL CORPORATION


          By its signature hereto Northern
Technologies International Corporation approves
and agrees to the terms and provisions of this Management Agreement and of the
form of Fibrobeton Trade Secrecy Agreement attached hereto, and agrees to be
bound thereto to the extent that the terms and provisions thereof are
applicable to it, it being understood that Northern Technologies International
Corporation shall also have a direct right of action in its own name for the
enforcement of the provisions of this Management Agreement.


	
  NORTHERN
  TECHNOLOGIES

  INTERNATIONAL CORPORATION

  
	
   

	
   

	
  By  

  	
  /s/ Philip M.
  Lynch

	
   
	
  



  	
   




34










APPROVAL
OF ATAGENÇER, LLC

          By its signature hereto ATAGENÇER,
LLC approves and agrees to the terms and provisions of this Management
Agreement and of the forms of Fibrobeton Trade Secrecy Agreement attached
hereto, and agrees to be bound thereto to the extent that the terms and
provisions thereof are applicable to it, it being understood that ATAGENÇER,
LLC shall also have a direct right of action in its own name for the enforcement
of the provisions of this Management Agreement.

	
  ATAGENÇER, LLC

  
	
   

	
   

	
  By  

  	
    /s/
  Dr. Mehmet A. Gencer

	
   
	
  



  	
   




35