LICENSE AGREEMENT


 

BY AND BETWEEN

 


NORTHERN TECHNOLOGIES

INTERNATIONAL CORPORATION


AND


FIBRO-NTI, JOINT STOCK COMPANY

 

DATED
AS OF JUNE 24, 2001











TABLE OF CONTENTS


	
  ARTICLE
  1     DEFINITIONS

  
	
   
	
   
	
   

	
   
	
  1.1.
	
  Shareholders
  Joint Venture Agreement or Agreement.
	
  2

	
   
	
  1.2.
	
  Ancillary Agreements.
	
  2

	
   
	
  1.3.
	
  Parties
	
  2

	
   
	
  1.4.
	
  NTI.
	
  3

	
   
	
  1.5.
	
  Taiyonic.
	
  3

	
   
	
  1.6.
	
  NTI ASEAN.
	
  3

	
   
	
  1.7.
	
  NTI and/or NTI ASEAN Affiliates.
	
  3

	
   
	
  1.8.
	
  Corporation or Joint Venture.
	
  4

	
   
	
  1.9.
	
  Corporation’s Business.
	
  4

	
   
	
  1.10.
	
  Territory.
	
  4

	
   
	
  1.11.
	
  Effective Date.
	
  4

	
   
	
  1.12.
	
  NTI Intellectual Property Rights.
	
  4

	
   
	
  1.13.
	
  Know-How.
	
  5

	
   
	
  1.14.
	
  Materials.
	
  5

	
   
	
  1.15.
	
  Process.
	
  5

	
   
	
  1.16.
	
  Product.
	
  5

	
   
	
  1.17.
	
  Masterbatch.
	
  5

	
   
	
  1.18.
	
  Trademark.
	
  6

	
   
	
  1.19.
	
  NTI and/or NTI ASEAN Trade Secrets.
	
  6

	
   
	
  1.20.
	
  Other Agreed Upon Technologies.
	
  6

	
   
	
  1.21.
	
  Net Sales.
	
  7

	
   
	
  1.22.
	
  At Cost.
	
  7

	
   
	
  1.23.
	
  Shareholder.
	
  7

	
   
	
  1.24.
	
  Shares.
	
  7

	
   
	
  1.25.
	
  Transfer of Shares.
	
  7

	
   
	
  1.26.
	
  Transferor of Shares.
	
  7

	
   
	
  1.27.
	
  Transfer Price for Shares.
	
  8

	
   
	
  1.28.
	
  Transferee.
	
  8

	
   
	
  1.29.
	
  Change of Control.
	
  8

	
   
	
   
	
   
	
   

	
  ARTICLE
  2     GRANT OF LICENSE BY NTI TO
  FIBRO-NTI WITH RESPECT TO

  PRODUCT

	
   
	
   
	
   
	
   

	
   
	
  2.1.
	
  NTI’s Representations.
	
  9

	
   
	
  2.2.
	
  Grant of License by NTI to Fibro-NTI
  with Respect to Product.
	
  9

	
   
	
  2.3.
	
  Commitment to NTI by Fibro-NTI in
  Consideration of Exclusive License to Intellectual Property Rights in
  Territory.
	
  9

	
   
	
  2.4.
	
  Enlargement of Scope of NTI
  Intellectual Property Rights Not Subject to This License.
	
  10

	
   
	
  2.5.
	
  Claims Against Fibro-NTI for
  Infringement of Third Party Intellectual Property Rights.
	
  10




i











	
   
	
   
	
   
	
   

	
  ARTICLE
  3     IMPROVEMENTS AND
  MODIFICATIONS TO NTI INTELLECTUAL

  PROPERTY RIGHTS

	
   
	
   
	
   
	
   

	
   
	
  3.1.
	
  Ongoing Research and Development by
  NTI.
	
  11

	
   
	
  3.2.
	
  Improvements to NTI Intellectual
  Property Rights by NTI and/or NTI ASEAN.
	
  11

	
   
	
  3.3.
	
  Disclosure of Improvements in and
  Modifications to the NTI Intellectual Property Rights by NTI and/or NTI ASEAN to Fibro-NTI.
	
  11

	
   
	
   
	
   
	
   

	
  ARTICLE
  4
	
  GRANT
  OF RIGHT AND LICENSE BY FIBRO-NTI TO NTI

  CONCERNING IMPROVEMENTS IT MAY ACQUIRE TO NTI

  INTELLECTUAL PROPERTY RIGHTS
	
   

	
   
	
   
	
   
	
   

	
   
	
  4.1.
	
  Disclosure of Improvements to NTI by
  Fibro-NTI.
	
  13

	
   
	
  4.2.
	
  Grant of Right and License by
  Fibro-NTI to NTI.
	
  13

	
   
	
  4.3.
	
  Obligations of Fibro-NTI Concerning
  the Filing of New Patents.
	
  13

	
   
	
  4.4.
	
  Review of Potentially Infringing
  Technology.
	
  14

	
   
	
   
	
   
	
   

	
  ARTICLE
  5
	
  RESPONSIBILITIES OF NTI TO NEW JOINT VENTURE WITH

  RESPECT TO THE LICENSING OF OTHER AGREED UPON

  TECHNOLOGIES
	
   

	
   
	
   
	
   
	
   

	
   
	
  5.1.
	
  Agreement of the Parties to Add
  Other Agreed Upon Technologies to the Scope of the Corporation’s Business.
	
  15

	
   
	
  5.2.
	
  Search for Other Agreed Upon
  Technologies.
	
  15

	
   
	
  5.3.
	
  Licensing Strategy for Other Agreed
  Upon Technologies.
	
  15

	
   
	
  5.4.
	
  Development of the Market for Other
  Agreed Upon Technologies, Once Licensed, in the Territory.
	
  16

	
   
	
   
	
   
	
   




ii











	
  ARTICLE
  6     ROYALTIES

	
   
	
   
	
   
	
   

	
   
	
  6.1.
	
  Basis for Royalties With Respect to
  Product.
	
  17

	
   
	
  6.2.
	
  Royalties Due with Respect to
  Product.
	
  17

	
   
	
  6.3.
	
  Royalties Payable to NTI With
  Respect to Other Agreed Upon Technologies.
	
  17

	
   
	
  6.4.
	
  No Separate Compensation to NTI on
  Technology Transfer.
	
  18

	
   
	
  6.5.
	
  When a Sale is Deemed to Occur.
	
  18

	
   
	
  6.6.
	
  License Year.
	
  18

	
   
	
  6.7.
	
  Statements to NTI  
	
  18

	
   
	
  6.8.
	
  Books and Records.
	
  19

	
   
	
   
	
   
	
   

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

	
   
	
   
	
   
	
   

	
   
	
  7.1.
	
  Recognition of NTI and/or NTI ASEAN Trade Secrets.
	
  21

	
   
	
  7.2.
	
  Protection of NTI and/or NTI ASEAN Trade Secrets.
	
  21

	
   
	
  7.3.
	
  Protection of NTI and/or NTI ASEAN Trade Secrets by
  Agents (as hereinafter defined) and Submanufacturers (as hereinafter defined)
  of Fibro-NTI
	
  22

	
   
	
  7.4.
	
  Remedies in the Event of a Violation
  of Article 7 Hereof.
	
  24

	
   
	
   
	
   
	
   

	
  ARTICLE
  8     COVENANT TO OBSERVE THE
  DOCTRINE OF “CORPORATE

  OPPORTUNITY”

	
   
	
   
	
   
	
   

	
   
	
  8.1.
	
  Doctrine of Corporate Opportunity
  and Observance Thereof.
	
  25

	
   
	
  8.2.
	
  Agreement Not to Divert Resources.
	
  25

	
   
	
  8.3.
	
  Remedies for Breach of Agreement Not
  to Divert Resources.
	
  26

	
   
	
   
	
   
	
   

	
  ARTICLE
  9     TERM OF AGREEMENT

	
   
	
   
	
   
	
   

	
   
	
  9.1.
	
  Indefinite Term.
	
  27

	
   
	
  9.2.
	
  Termination.
	
  27

	
   
	
  9.3.
	
  Termination Upon Change of Control
  of a Party.
	
  27

	
   
	
  9.4.
	
  Termination Upon Bankruptcy or
  Insolvency.
	
  28

	
   
	
  9.5.
	
  Payment of Amounts Due.
	
  28

	
   
	
  9.6.
	
  Cooperation Upon Termination.
	
  29

	
   
	
  9.7.
	
  Non-Release of Obligations.
	
  29

	
   
	
  9.8.
	
  Cessation of Rights Upon
  Termination.
	
  29

	
   
	
   
	
   
	
   

	
  ARTICLE
  10     DEFAULT

	
   
	
   
	
   
	
   

	
   
	
  10.1.
	
  Event of Default.
	
  30

	
   
	
  10.2.
	
  Remedies Upon Default or Breach.
	
  30

	
   
	
  10.3.
	
  Non-Waiver of Rights.
	
  31

	
   
	
   
	
   
	
   

	
  ARTICLE
  11     DISPUTE RESOLUTION

	
   
	
   
	
   
	
   

	
   
	
  11.1.
	
  Dispute Resolution by Arbitration.
	
  32

	
   
	
  11.2.
	
  Disputes Not Subject to Arbitration.
	
  32

	
   
	
  11.3.
	
  Conduct of Arbitration Proceedings.
	
  33

	
   
	
  11.4.
	
  Designation of the “Prevailing
  Party”.
	
  33

	
   
	
  11.5.
	
  Punitive Damages Excluded.
	
  33




iii











	
   
	
   
	
   
	
   

	
  0ARTICLE
  12     GENERAL PROVISIONS

	
   
	
   
	
   
	
   

	
   
	
  12.1.
	
  Benefit of Parties.
	
  34

	
   
	
  12.2.
	
  Counterparts.
	
  34

	
   
	
  12.3.
	
  Cooperation.
	
  34

	
   
	
  12.4.
	
  Index, Captions, Definitions and
  Defined Terms.
	
  35

	
   
	
  12.5.
	
  Waiver of Compliance.
	
  35

	
   
	
  12.6.
	
  Force Majeure.
	
  35

	
   
	
  12.7.
	
  Notices.
	
  36

	
   
	
  12.8.
	
  Entire Agreement.
	
  37

	
   
	
  12.9.
	
  Validity of Provisions.
	
  37

	
   
	
  12.10.
	
  Governmental Filings.
	
  38

	
   
	
  12.11.
	
  Payments.
	
  38

	
   
	
  12.12.
	
  Derivative Enforcement by the
  Parties.
	
  38

	
   
	
  12.13.
	
  Changes Subject to Approval of the
  Parties.
	
  39

	
   
	
   
	
   
	
   

	
  APPROVAL OF FIBROBETON PRECAST CONCRETE,
  LTD
	
  41

	
  APPROVAL OF ATAGENÇER, LLC
	
  42

	
   
	
   
	
   
	
   

	
  APPENDICES

	
   
	
   
	
   
	
   

	
  APPENDIX I 
  NTI Affiliates
	
   

	
  APPENDIX II 
  NTI ASEAN Affiliates
	
   

	
  APPENDIX III 
  Trademark Documentation
	
   

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

	
  APPENDIX V 
  Form of Sublicense to be Used by Fibro-NTI
	
   




iv










LICENSE AGREEMENT


          This
License Agreement is made and entered into as of June 24, 2001, by and between NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION,
a corporation organized under the laws of the State of Delaware, U.S.A. (“NTI”), whose registered office is 6680
North Highway 49, Lino Lakes, Minnesota, U.S.A. and FIBRO-NTI, JOINT STOCK COMPANY, a joint stock company organized under
the laws of Turkey whose principal office is located at Elemanari Sanaye
Insaat, ve Tic. Ltd. Sti, Karanfil Cad. 27, 80620 1. Levent,
Istanbul, Turkey (hereinafter “Fibro-NTI “).


1










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.


2










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.


3











	
   
	
  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.

4










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.

5











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.

6











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.

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.

7










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.

8










ARTICLE 2

GRANT OF LICENSE BY NTI TO

FIBRO-NTI WITH RESPECT TO PRODUCT

2.1.     NTI’s Representations.

          NTI
is the owner of the NTI Intellectual Property Rights and is free to
disclose and license the NTI Intellectual Property Rights, together with NTI
and/or NTI ASEAN Trade
Secrets to Fibro-NTI for use in the Territory.

2.2.     Grant of License by NTI to Fibro-NTI with Respect to Product.


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

	
  2.3.
	
  Commitment to NTI by Fibro-NTI in
  Consideration of Exclusive License to Intellectual Property Rights in
  Territory.




          Fibro-NTI
agrees that during the term of this License Agreement it shall not, without the
prior written consent of NTI,
enter into a license agreement, distribution agreement or any other agreement
or relationship with any other party for the use of such party’s processes,
Know-How, techniques and procedures which would in any way conflict with,
substitute, displace or impede the Corporation’s Business within the Territory;
and acknowledges that such action would constitute a violation of Article 8
hereof.

9











	
  2.4.
	
  Enlargement of Scope of NTI
  Intellectual Property Rights Not Subject to This License.




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

	
  2.5.

  	
  Claims Against Fibro-NTI for
  Infringement of Third Party Intellectual Property Rights.




          Notwithstanding
the provisions of Article 2.1 hereof, in the event that any third party shall
claim that Fibro-NTI is infringing upon its patents or other intellectual
property rights, Fibro-NTI shall promptly notify NTI of such claims. 
Thereafter, NTI and
Fibro-NTI shall together determine an appropriate course of conduct in response
to such claims.

10










ARTICLE 3

IMPROVEMENTS AND MODIFICATIONS TO

NTI INTELLECTUAL PROPERTY RIGHTS

3.1.     Ongoing Research and Development by NTI.

          NTI
shall continue its efforts in research and development to improve the NTI
Intellectual Property Rights and NTI shall make the results of such research
and development available to Fibro-NTI through this License Agreement.

3.2.     Improvements to NTI Intellectual Property Rights by NTI and/or NTI ASEAN.

          Any
and all improvements or modifications to the NTI Intellectual Property Rights,
of whatever nature and description, made by or through NTI and/or NTI ASEAN, or acquired by either
of them, or coming under their control during the term of this License
Agreement, which relate to the Product and which are suitable and useful in the
Corporation’s Business, shall be deemed to be covered by this License Agreement
and shall be made available to Fibro-NTI without any payment therefor in
addition to the payments provided for in this License Agreement.  It is understood, however, that if NTI
and/or NTI ASEAN should
acquire improvements in or modifications to the NTI Intellectual Property
Rights by means of a license from a third party, then NTI’s and/or NTI ASEAN’s obligations to the
Corporation hereunder shall be subject to the provisions of such license.

	
  3.3.

  	
  Disclosure of Improvements in and Modifications
  to the NTI Intellectual Property Rights by NTI and/or NTI ASEAN to Fibro-NTI .




          NTI
and/or NTI ASEAN agree to
disclose to Fibro-NTI promptly any and all improvements in or modifications to
the NTI Intellectual Property Rights as covered by this License Agreement, and
any and all Know-How and technical information which NTI and/or NTI ASEAN may acquire with
respect to or relating to any such improvements or modifications.  Anything in this License Agreement to the
contrary notwithstanding, in the event that:

11











	
   
	
  3.3.1.
	
  NTI and/or NTI Asean should determine that any such
  improvements in or modifications to the NTI Intellectual Property Rights,
  which are proprietary to either of them, are themselves patentable and the
  disclosure thereof would in any manner adversely affect NTI’s and/or NTI
  Asean’s ability to obtain a patent with respect thereto or would otherwise be
  adverse to their best interests with respect to the protection of the NTI
  Intellectual Property Rights related thereto; and/or

	
   
	
   
	
   

	
   
	
  3.3.2.
	
  NTI and/or NTI Asean intend to file or have filed a
  patent application with respect thereto; then




neither NTI nor NTI ASEAN shall be under any
obligation to make disclosure thereof to Fibro-NTI until they have obtained
adequate patent protection in the opinion of their patent counsel.  When such patent protection has been
obtained, the subject improvements or modifications will then be disclosed
promptly to Fibro-NTI and the same will fall within the scope of the License
granted to Fibro-NTI pursuant to this License Agreement.

12











ARTICLE 4

GRANT OF RIGHT AND LICENSE BY FIBRO-NTI

TO NTI CONCERNING IMPROVEMENTS IT MAY ACQUIRE

TO NTI INTELLECTUAL PROPERTY RIGHTS

4.1.     Disclosure of Improvements to NTI by Fibro-NTI.

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

4.2.     Grant of Right and License by Fibro-NTI to NTI.

          Fibro-NTI
hereby grants to NTI an exclusive, worldwide and fully paid-up right and
license under any intellectual property rights, trade secrets and Know-How
owned, controlled, or acquired by Fibro-NTI or which may otherwise be
transferred or granted to Fibro-NTI during the term of this License Agreement
and for a period of two years following the termination hereof to make, have
made, use, sell or otherwise dispose of products incorporating any or all
improvements in and modifications to NTI Intellectual Property Rights together with the Know-How, Materials, Process, Product
and/or Masterbatch, and/or to sublicense third parties to do the same.

4.3.     Obligations of Fibro-NTI Concerning the Filing of New Patents.

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

13











4.4.     Review of Potentially Infringing Technology.

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

	
   
	
  4.4.1.
	
  Taking appropriate legal action against such third
  party for infringement of NTI Intellectual Property Rights together with NTI
  and/or NTI ASEAN Trade
  Secrets; and/or

	
   
	
   
	
   

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




14










ARTICLE 5

RESPONSIBILITIES OF NTI TO NEW JOINT

VENTURE WITH RESPECT TO THE LICENSING OF

OTHER AGREED UPON TECHNOLOGIES

	
  5.1.

  	
  Agreement of the Parties to Add Other
  Agreed Upon Technologies to the Scope of the Corporation’s Business.




          The
Parties to the Shareholders Joint Venture Agreement and to the Ancillary
Agreements agree that it is a stated objective to build Fibro-NTI by adding
Other Agreed Upon Technologies to the scope of the Corporation’s Business.

5.2.     Search for Other Agreed Upon Technologies.

          NTI
shall diligently search for Other Agreed Upon Technologies, appropriate for the
Territory, which might reasonably be included within the Scope of the Corporation’s
Business.

5.3.     Licensing Strategy for Other Agreed Upon Technologies.

          The
Parties agree to cooperate with each other in evaluating licensing
opportunities and in promulgating strategy with respect to negotiating and
concluding license agreements for Other Agreed Upon Technologies for and on
behalf of the Corporation in the Territory. 
Further, the Parties to this License Agreement and to the Shareholders
Joint Venture Agreement agree that NTI shall take the lead with respect to negotiating
the most favorable terms possible with the owner(s) of the intellectual
property rights with respect to Other Agreed Upon Technologies which the
Parties wish to add to the scope of the Corporation’s Business in the
Territory; but that NTI shall not conclude any agreement for such intellectual
property rights for and on behalf of Fibro-NTI in the Territory, without the
express written approval of NTI and Fibro-NTI , which approval shall not be
unreasonably withheld.

15










5.4.     Development of the Market for Other Agreed Upon Technologies, Once
Licensed, in the Territory.

          The
Parties recognize that the structure of the market for Other Agreed Upon
Technologies in the Territory may require a different marketing 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 for planning
purposes.  The Parties agree, however,
to cooperate in fulfilling the terms of such license agreement as may be
concluded with the joint approval of the Parties, for Other Agreed Upon
Technologies, which shall generally comport a “best efforts” commitment by the
Parties jointly to maximize the commercial and financial results of the
Corporation’s Business for Fibro-NTI with respect to Other Agreed Upon
Technologies, in accordance with the provisions of the Shareholders Joint
Venture Agreement and the Ancillary Agreements.


16










ARTICLE 6

ROYALTIES

6.1.     Basis for Royalties With Respect to Product.

          Fibro-NTI
shall pay the royalties to NTI with
respect to Product which are provided for in Article 6 of this License
Agreement in consideration of the grant of License as set forth in Article 2
hereof, which includes certain rights to NTI Intellectual Property Rights, the
Know-How, Materials, Process, Product, Masterbatch and Trademark, together with
the NTI and/or NTI ASEAN
Trade Secrets disclosed herewith or furnished at a later date under this
License Agreement by NTI to
Fibro-NTI.  Such royalty payments shall
be made throughout the entire term of this License Agreement as compensation in
full for the rights set forth above and duly licensed by NTI to Fibro-NTI provided that NTI,
together with NTI Affiliates maintains diligent, tangible effort to improve the
NTI Intellectual Property Rights licensed to Fibro-NTI hereunder, in accordance
with Articles 3.1 and 3.2 hereof.

6.2.     Royalties Due with Respect to Product.

          Fibro-NTI
shall pay to NTI a royalty equal
to seven and one-half percent (7.5%) of Net Sales of Product by the
Corporation.  Royalties, less applicable
withholding tax, shall be paid in U.S. Dollars to an account or accounts as may
be designated by NTI from time to
time.


6.3.     Royalties Payable to NTI With Respect to Other Agreed Upon Technologies.

          Royalties
to be paid by Fibro-NTI to NTI with respect to Other Agreed Upon Technologies
shall be as agreed between the Parties on a case-by-case basis.   Upon completion of a satisfactory agreement
to license the rights to include advanced products, materials and/or
technologies, under terms acceptable to the Parties, within the scope of the
Corporation’s Business as an Other Agreed Upon Technology, NTI shall perform
substantially the same functions directly and/or cause the performance of
substantially the same functions for the Corporation under this License
Agreement with respect to each Other Agreed Upon Technology, that such Party
does with respect to NTI Intellectual Property Rights, including but not
limited to NTI’s commitment to ongoing research and development of Other Agreed
Upon Technologies as set forth in Articles 3.1 and 3.2 hereof.  Accordingly, the percentage of royalties to
be paid to NTI with respect to Net Sales of Other Agreed Upon Technologies
shall, unless otherwise agreed between the Parties, be equal to the percentage
of royalties paid by Fibro-NTI to NTI with respect to Net Sales of Product.

17










6.4.     No Separate Compensation to NTI on Technology Transfer.

          There
shall be no separate compensation to NTI
for the transfer of technology to Fibro-NTI with respect to NTI
Intellectual Property Rights or rights to Other Agreed Upon Technologies,
beyond the royalty payments payable to NTI on the actual sale of Product and
goods based upon Other Agreed Upon Technologies by the Corporation, as
set forth in Articles 6.1., 6.2. and 6.3. hereof.

6.5.     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.

6.6.     License Year.

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

6.7.     Statements to NTI.

          Within
sixty (60) days after the last day of each quarterly period in each License
Year, Fibro-NTI shall:

	
   
	
  6.7.1.
	
  Prepare and deliver
  to NTI a complete and accurate
  statement setting forth for the quarter just ended and separately and
  cumulatively for, and with respect to, all elapsed quarterly periods for the
  License Year:

	
   
	
   
	
   

	
   
	
   
	
  (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);




18











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

	
   
	
   
	
   
	
   

	
   
	
   
	
  (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 royalties on such Net Sales of
  Other Agreed Upon Technologies (computed as hereinbefore provided) payable to
  NTI.

	
   
	
   
	
   
	
   

	
   
	
  6.7.2.
	
  Pay to NTI
  the full amount of the royalties to which it is entitled for and with respect
  to the period or periods of the License Year covered by the statement(s)
  provided for in Article 6.7.1 hereof.




6.8.     Books and Records.

          Fibro-NTI
covenants and agrees:


	
   
	
  6.8.1.
	
  That it will 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 Other Agreed Upon Technologies and all additional data and
  information which may be reasonably necessary
  to enable NTI’s independent
  accountants to verify 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 6.7.1;




19











	
   
	
  6.8.2.
	
  That it will keep all such commercial and financial
  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

	
   
	
   
	
   

	
   
	
  6.8.3.
	
  That it will make such commercial and financial
  records, books of account, data and information available to NTI’s representatives and to NTI’ 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 Fibro-NTI is
  required to set forth in each of the statements referred to in Article 6.7.1
  hereof.  In addition, NTI 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 NTI, at least annually, of the data to be supplied to NTI pursuant to Article 6.7.1
  hereof.  The cost of such reports
  shall be borne by Fibro-NTI.  In the
  event that NTI shall cause its
  representatives to confirm or verify the accuracy of the data supplied by
  Fibro-NTI , then the costs and fees of such representatives shall be borne by
  NTI unless such representatives
  shall determine, to the satisfaction of Fibro-NTI ‘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’s representatives and/or accountants shall be borne by
  Fibro-NTI .




20










ARTICLE 7

PROTECTION OF NTI AND/OR

NTI ASEAN TRADE SECRETS


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


          Fibro-NTI
acknowledges and agrees that (i) NTI Intellectual Property Rights; (ii) NTI
and/or NTI ASEAN Trade
Secrets; (iii) the Know-How, 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 NTI 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 1.19 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.

          Fibro-NTI
agrees that during the term of this License 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 Ancillary Agreements.  NTI and/or NTI
ASEAN 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 an NTI and/or NTI ASEAN Trade Secret shall be
in the public domain as the result of an act by Fibro-NTI or any Agent (as
hereinafter defined) or Submanufacturer (as hereinafter defined) thereof, then
Fibro-NTI shall nevertheless continue to keep such NTI and/or NTI ASEAN Trade Secret secret
and inviolate.

21












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




          Neither
Fibro-NTI, nor its Agents (as hereinafter defined), nor its Submanufacturers
(as hereinafter defined) shall at any time copy, remove from their proper
location – be it within the Corporation or elsewhere - or retain without NTI’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 Fibro-NTI (herein collectively “Agents”) who come in contact with NTI
  and/or NTI ASEAN Trade
  Secrets are concerned, Fibro-NTI shall cause such Agents to enter into NTI
  and/or NTI ASEAN Trade
  Secrecy Agreements substantially in the form of Appendix IV to this License
  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 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 Fibro-NTI 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 Fibro-NTI may find it necessary to disclose certain NTI
  and/or NTI ASEAN Trade
  Secrets to such Submanufacturers for such purposes only;




22











	
   
	
   
	
  (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 Fibro-NTI 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 IV 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.

	
   
	
   
	
   
	
   

	
   
	
  7.3.2.
	
  Fibro-NTI shall not transfer ownership, by sale or
  any other means, of Materials or Masterbatch to any Submanufacturers but
  rather shall provide Masterbatch to Submanufacturers without charge for the
  sole purpose of allowing such Submanufacturers to apply the Process with
  respect to Product, incorporating Masterbatch, for the account of
  Fibro-NTI.  Upon completion of any
  order for such Process of Product by a Submanufacturer, Fibro-NTI 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.  A form of
  Sub-License Agreement to be used by Fibro-NTI when ceding physical control of
  Masterbatch to a Submanufacturer is attached hereto as Appendix V.

	
   
	
   
	
   

	
   
	
  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 in the sole discretion of each, in their 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.




23










7.4.     Remedies in the Event of a Violation of Article 7 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 7 hereof, NTI and/or
NTI  ASEAN
‘s remedy at law will be inadequate and NTI and NTI ASEAN will suffer irreparable injury.  Accordingly, Fibro-NTI consents to
injunctive and other appropriate equitable relief upon the institution of legal
proceedings therefor by NTI and 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 License Agreement.

24










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 License 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”).

8.2.     Agreement Not to Divert Resources.


          Fibro-NTI
and NTI agree that during the
term of this License 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 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 License 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 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 License
Agreement for a period of three years following the date of termination, but
Fibro-NTI shall at no time be permitted to use NTI and/or NTI ASEAN 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.

25










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 License Agreement shall suffer irreparable
injury.  Accordingly, each Party to this
License 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
License Agreement.

26











ARTICLE 9

TERM OF AGREEMENT

9.1.     Indefinite Term.

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

	
   
	
  9.2.1.
	
  Terminated by either Party in accordance with the
  provisions of Articles 7 and/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 License 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 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 License 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 License 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.


27










9.4.     Termination Upon Bankruptcy or Insolvency.

          If
Fibro-NTI 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 License 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
License Agreement is to be deemed an executory contract, then the other Party
shall continue to perform under the terms of this License Agreement if:

	
   
	
  9.4.1.
	
  Payments due under this License Agreement for past
  obligations are rendered in full by the Party subject to such proceedings;

	
   
	
   
	
   

	
   
	
  9.4.2.
	
  Payments due under this License Agreement for
  present obligations are rendered by the Party subject to such proceedings
  pursuant to a payment schedule acceptable to the other Party; and

	
   
	
   
	
   

	
   
	
  9.4.3.
	
  All other provisions of this License Agreement are
  complied with fully by the Party subject to such proceedings.




9.5.     Payment of Amounts Due.

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


28










9.6.     Cooperation Upon Termination.

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

9.7.     Non-Release of Obligations.

          The
termination of this License 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 License Agreement, NTI and/or NTI ASEAN Trade Secrets shall continue to be kept
secret and confidential by Fibro-NTI .

9.8.     Cessation of Rights Upon Termination.

Upon the termination of
this License Agreement, for reason of Default or Breach of this License
Agreement or of the Shareholders Joint Venture Agreement or of any Ancillary
Agreement, all rights which the Party in Default (“Defaulting Party”) may have
under or pursuant to this License 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 and/or Breach.  If
the Parties cannot agree on a trustee or agent for such purposes, the
Arbitration Panel shall forthwith appoint same.

29











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

	
   
	
   
	
   

	
   
	
  10.1.2.
	
  A material Breach (“Breach”) of any provision of this
  License Agreement other than Articles 7 and/or 8 hereof, of the Shareholders
  Joint Venture Agreement, or any of the other Ancillary Agreements; and/or

	
   
	
   
	
   

	
   
	
  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
  License 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 License 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.  



30











	
   
	
   
	
   

	
   
	
  10.2.2.
	
  Notwithstanding the foregoing, 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 License Agreement with immediate
  effect upon giving notice to the Party in Default or Breach of Article 7
  and/or 8 hereof as provided herein.




10.3.     Non-Waiver of Rights.

          A
Party’s failure to terminate this License 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 License 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.


31










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 License Agreement, after the
termination thereof, or following the liquidation or dissolution of Fibro-NTI ,
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 License 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 License 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 License Agreement:


	
   
	
  11.2.1.
	
  Arbitration may not be invoked regarding matters
  expressed in this License 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 License Agreement relating to NTI and/or NTI Asean
  Trade Secrets, or Corporate Opportunity. 
  In such event, the remedies set forth in Articles 7, 8 and/or 10
  hereof shall apply.




32










11.3.     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. 
With respect to the interpretation of this License 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.

11.4.     Designation of the “Prevailing Party”. 

          In
each case in which arbitration is invoked under this License 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
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.

33










ARTICLE 12

GENERAL PROVISIONS

12.1.     Benefit of Parties.

          All
of the terms and provisions of this License 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 License Agreement and all of such Party’s rights
hereunder (or a portion of this License 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.

12.2.     Counterparts.


          This
License 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 License 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 License 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.

34










12.4.     Index, Captions, Definitions and Defined Terms.

          The
captions of the Articles of this License 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 License 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 License Agreement, irrespective
of whether such Definitions or Defined Terms appear in the text of this License
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 License 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, condition, 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 License 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 License 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.

35










12.7.     Notices.

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

	
  If to Fibro-NTI , to:
	
  Fibro-NTI 

	
   
	
  Elemanari Sanaye Insaat

	
   
	
  ve Tic. Ltd. Sti, Karanfil Cad. 27

	
   
	
  80620 1. Levent

	
   
	
  Istanbul

	
   
	
  Turkey

	
   
	
   

	
  If to NTI,
  to:
	
  Northern Technologies International Corporation

	
   
	
  Attention: 
  President 

	
   
	
  6680 North Highway 49

	
   
	
  Lino Lakes, MN 
  55014

	
   
	
  Telefax: 
  1-651-784-2902

	
   
	
   

	
  If to NTI, 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




36











	
  Copy to:

  	
  Fibrobeton Precast Concrete LTD.

	
   
	
  Elemanari Sanaye Insaat

	
   
	
  ve Tic. Ltd. Sti, Karanfil Cad. 27

	
   
	
  80620 1. Levent

	
   
	
  Istanbul

	
   
	
  Turkey




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

12.8.     Entire Agreement.

          This
License 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
License 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 License Agreement. It is the intent of the
Parties to develop the relationship established hereunder, however, and to
amend and supplement this License 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 License 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.

12.9.     Validity of Provisions.


          Should
any part of this License 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 License 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.

37










12.10.     Governmental Filings.

          Fibro-NTI
shall be responsible for the preparation and filing of all necessary reports
relating to this License 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.

12.11.     Payments.

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

12.12.     Derivative Enforcement by the Parties.


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

38










12.13.     Changes Subject to Approval of the Parties.

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

39










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

	
  NORTHERN TECHNOLOGIES

  INTERNATIONAL CORPORATION

	
   

	
  By
	
  /s/ Philip M. Lynch

	
   
	
  



  	
   

	
   
	
   
	
   

	
   
	
   
	
   

	
  FIBRO-NTI,
  JOINT STOCK COMPANY

	
   

	
  By
	
  /s/

	
   
	
  



  	
   




40










APPROVAL OF FIBROBETON PRECAST CONCRETE LTD.


          By
its signature hereto FIBROBETON PRECAST CONCRETE LTD. approves and agrees to
the terms and provisions of this License Agreement and of the form of NTI and
NTI-ASEAN 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 FIBROBETON PRECAST CONCRETE LTD. shall also have a
direct right of action in its own name for the enforcement of the provisions of
this License Agreement.


	
  FIBROBETON PRECAST CONCRETE LTD.

	
   

	
   

	
  By
	
  /s/

	
   
	
  



  	
   




41










APPROVAL OF ATAGENÇER, LLC

          By
its signature hereto ATAGENÇER, LLC approves and agrees to the terms and
provisions of this License Agreement and of the forms of NTI and NTI-ASEAN
Trade Secrecy Agreements 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 License Agreement.

	
  ATAGENÇER,
  LLC

  
	
   

	
   

	
  By

  	
  /s/ Dr. Mehmet A. Gencer

	
   
	
  



  	
   




42