MANUFACTURERS’ REPRESENTATIVE  

AGREEMENT


          THIS
AGREEMENT, dated as of October 1, 1976, is between NORTHERN INSTRUMENTS
CORPORATION, a Minnesota corporation with its principal place of business at
6680 North Highway 49, Lino Lakes, Minnesota 55014 (hereinafter referred to as
the “Company”), and THE SAXXON ORGANIZATION INCORPORATED, located at c/o
Schupak, Rosenfeld & Fischbein, 555 Madison Avenue, New York, New York
10022 (hereinafter referred to as the “Representative”). 

W I T N E S S E T H:

          WHEREAS,
the Company is engaged in the business of manufacturing and selling an oil
quality analyzer, certain corrosion-inhibiting goods and other goods and
desires to enlist a Representative in the furtherance of its interests; and 

          WHEREAS, said Representative will act as an independent Manufacturers’
Representative for its own account, and wishes to render the services set forth
below, 

          NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and the compensation hereinafter provided for, it is covenanted and
mutually agreed as follows: 

I. DESIGNATION OF REPRESENTATIVE

          The Company
hereby enlists and designates Representative, an independent contractor, as a
Manufacturers’ Representative on matters relating to the sale of goods and
services of the Company under the following terms and conditions.  Representative hereby agrees to, and by
these presents does accept, such designation and enlistment. 










II. RELATIONSHIP BETWEEN COMPANY AND
REPRESENTATIVE

          A.          This
designation and enlistment is not to be construed to prohibit the
Representative from being similarly designated or employed by other persons,
firms or corporations in noncompetitive product lines, but shall be construed
to prohibit the Representative from being so designated or employed by other
persons, firms or corporations in competitive product lines.

          B.          The
Representative is considered to be an independent agent, and not an employee of
the Company.  The Company is not and
cannot be held liable for any acts or liabilities of the Representative not set
forth in this Agreement or for any legal actions instituted against the
Representative.  The Representative
shall indemnify the Company and hold it harmless against all claims or demands
brought by customers or other third parties which arise from acts,
representations, or omissions, or alleged acts, representations, or omissions
of Representative, which if proved, would constitute a breach of
Representative’s duties under this Agreement. 
Representative shall be given notice of same and shall have right to
defend all charges, actions, etc. with counsel of its choosing.

          C.          The
Representative shall have a non-exclusive worldwide right to offer for sale and
solicit orders for all of the Company’s products, subject to Article VII of
this Agreement.

          D.          This
Agreement is not transferable to successors or assigns of Representative. 

III. CONTRACTING AUTHORITY OF
REPRESENTATIVE AND CONTRACT RESPONSIBILITY OF COMPANY

          A.          Nothing
in this Agreement shall be construed as giving the Representative authority to
bind or obligate the Company to any parties or persons not covered by this
Agreement, in any manner whatsoever.

          B.          
The establishment of prices for its products and services shall be solely the
responsibility of the Company, and the Representative shall follow the
Company’s directives regarding pricing, with the Company hereby reserving the
right to change all prices when and how it sees fit, upon thirty (30) days
prior written notice. 

2 










          C.          
Representative is not authorized to submit in Representative’s name written
proposals and quotations purporting to be binding on the Company.  The Company will be bound only by proposals
and quotations made and signed by authorized personnel at the Company’s Home
Office; said proposals and quotations may be transmitted by Representative
under Representative’s letter referring to the Company’s proposal and quotation.

          D.          
Each order secured by Representative shall be in the name of the Company, and
not in the name of the Representative, and shall indicate that it is subject to
final acceptance by the Company.  Only
the Company, by an authorized person at its Home Office, shall have power to
accept and execute orders and contracts.

          E.          
The Company shall assume all liabilities for the performance of contracts
executed by it, including warranty liabilities, except to the extent otherwise
herein explicitly provided.

          F.          The
Company shall hold harmless and indemnify Saxxon, its officers, directors,
shareholders and contractors from any losses, claims or liabilities, jointly or
severally, to which they or any of them may become subject and to reimburse
each such person for any legal or other expenses reasonably incurred by it or
them in connection with defending any action, insofar as such losses, claims,
damages, liabilities or action arise because of personal injuries or physical
property damage proximately caused by the product, and insofar as the same are
based on a theory of products liability as against Company, provided that said
injury or damages did not result from any misrepresentations or misstatements
of any director, officer, employee, agent or other representative of Saxxon or
which contradicted information contained in literature, data, advertising
materials or other materials furnished by the Company to Representative.  The Company shall be given prompt notice in
writing of any such claims and such authority, information and assistance (at
Company’s expense) as may be necessary to resist or defend the same.  The Company represents that in the
reasonable opinion of its officers, it carries adequate insurance to cover its
products liability and shall continue to do so.


3










          G.          The Company shall defend any suit or proceeding brought
against Representative so far as based upon a claim that goods supplied by the
Company to its customers hereunder constitutes an infringement of any patent,
if notified promptly in writing and given authority, information and assistance
(at Company’s expense) for the defense of such a suit or proceeding, and will
pay all damages and costs awarded therein against customer, provided that the
application or use of such goods is free of Representative’s own design.



          H.          Invoicing,
collections of payments due, and credit determinations shall be made only by
the Company at its Home Office, and not by the Representative.

          I.          The
Company reserves the right to modify, alter, improve, change or discontinue any
or all of its products at any time, and will give timely notice thereof to
Representative. 

IV. REPRESENTATIVE’S COMPENSATION

          A.          The
Company agrees to pay the Representative for services rendered according to the
commission schedule set forth in Attachment A hereto.  The Company shall not be obligated to compensate the
Representative for time, services and/or expenses connected with efforts to
effect sales, except to pay commissions in the manner set forth herein upon
sales actually made for and in the designated territory as a result of the
Representative’s efforts.

          B.          If
the contract or order is cancelled or reduced by the customer prior to
delivery, acceptance or payment for the goods under the order, the commissions
paid or due by the Company to the Representative under Attachment B hereto
shall be proportionately reduced, and the Representative shall owe to the Company
the balance (if any) of excess commissions already paid under such order.

4 










V. DUTIES AND RESPONSIBILITIES OF
REPRESENTATIVE

          A.          Representative
shall be free, except as agreed herein, to conduct its business as it sees fit.


          B.          Representative
shall devote such time to rendering the services set forth herein as necessary
to the adequate representation of the Company in the fulfillment of this Agreement,
and shall maintain suitable quarters to conduct its business, paying all
expenses commensurate therewith.

           C.          
In sales and service, Representative shall use its best efforts to:

	
   
	
  1.
	
  Promote
  sales of the products and/or services set forth herein in the territory,
  accounts and/or market areas under its jurisdiction. 

	
   
	
   
	
   

	
   
	
  2.
	
  Increase the
  Company’s revenue from sales; canvass and develop his assigned territory to
  maximize sale of the Company’s assigned products and services.

	
   
	
   
	
   

	
   
	
  3.
	
  Investigate
  procurement needs for goods and services, study and analyze current
  engineering problems, endeavor to anticipate and promptly advise the Company
  of requirements for new mechanisms and applications thereof.

	
   
	
   
	
   

	
   
	
  4.
	
  Assist in
  preparing proposals to customers, negotiating contracts, expediting execution
  and performance of contractual instruments, and render assistance to the
  Government or commercial concerns to promote the sales of the Company.

	
   
	
   
	
   

	
   
	
  5.
	
  Receive
  written and dated order commitments from prospective customers and present
  customers, subject to acceptance and execution by the Company at its Home
  Office only, the order to describe the kind, quantity, price, delivery date,
  shipping instruments and service to be provided by the Company.




5 











	
   
	
  6.
	
  Follow up
  proposals and quotations at frequent intervals, and promptly submit customer
  contact reports on same, critically analyzing the requirements for closing
  the order, and competitive aspects.

	
   
	
   
	
   

	
   
	
   
	
   

	
   
	
  7.
	
  Distribute
  to prospective customers appropriate corporate and product brochures, manuals
  and other promotional material, and up-to-date pricing information.

	
   
	
   
	
   

	
   
	
  8.
	
  While the
  Company agrees to have prime responsibility with respect to all post order
  “contractual” and “technical” matters, Representative agrees to assist the
  Company with respect to such matters.




           D.          In
communications, Representative shall: 

	
   
	
  1.
	
  On forms
  supplied by the Company, or by other written media, make customer contact
  reports promptly on all pertinent sales calls and contacts with customers and
  prospective customers in its territory; make appropriate recommendations
  regarding the things that must be done in the opinion of the Representative
  to satisfy customer requirements. 
  These reports will be used by the Company for marketing information as
  one means by which the Representative’s performance will be evaluated.  Failure to submit reports shall be cause
  for review and/or termination of this Agreement at the option of the Company
  after notice to Representative.

	
   
	
   
	
   

	
   
	
  2.
	
  Keep the
  Company apprised of sales efforts with regard to specified customers so that
  major emphasis and assistance by the Company can be placed where needed.




6 











	
   
	
  3.
	
  Collect and
  promptly transmit to the Company technical and other data which will assist
  in proposal preparation, negotiations and expedition of the execution and
  performance of contractual instruments.




           E.          Other
Responsibilities of Representative: 

	
   
	
  1.
	
  The
  Representative shall make all oral and written representations relative to
  the Company and its product and service offerings in a strictly factual
  manner and conduct all business representations pertinent to the Company in
  conformance with the highest business ethics.

	
   
	
   
	
   

	
   
	
  2.
	
  The
  Representative shall convey a good “corporate image” as the Company’s
  Representative to prospective customers and to the public.

	
   
	
   
	
   

	
   
	
  3.
	
  The
  Representative shall make sales calls emphasizing the establishment of new
  accounts for the Company, at the same time adequately maintaining
  relationships with and servicing established accounts.

	
   
	
   
	
   

	
   
	
  4.
	
  The
  Representative shall furnish the Company within thirty (30) days after the
  effective date of this Agreement a list of other manufacturers that he
  represents, the addresses of their principal offices, the products of these
  manufacturers that he is authorized to offer for sale, and shall notify the
  Company of any changes that occur in this list within thirty (30) days after
  such a change occurs.

	
   
	
   
	
   

	
   
	
  5.
	
  [The Representative shall maintain and staff an office during normal
  business hours.] [This is deleted].




7 











	
   
	
  6.
	
  The
  Representative shall maintain as confidential all customer lists, price lists
  and all other information deemed confidential by the Company and so marked by
  the Company.




VI. SUPPLIES AND EXPENSES

          A.          The
Company agrees to supply the Representative with sufficient quantities of
product samples, sales literature, warranties, and instruction booklets.  The Representative shall pay all its
expenses, including out-of-pocket costs, travel expenses, phone expenses and
similar expenses of the Representative or any employee of the
Representative.  Letterheads and calling
cards shall be supplied by Representative according to his needs, and shall
conspicuously show that he is an independent Manufacturers’ Representative; the
Company’s name may be indicated as
the company which he is representing in this capacity.


          B.          Routine communications by mail are
preferred by the Company as providing written records and being less costly. 


VII. AGREEMENTS WITH OTHER PARTIES

          Representative
acknowledges that it has been fully informed of the terms of certain other
marketing/distributorship agreements to which the Company is a party and agrees
with respect to such agreements as follows:

          A.          
Singer Products Company, Incorporated (“Singer”).  Singer has two exclusive marketing/distributorship agreements
applicable to international marketing of (1) Cornox, having a duration of two
years from May 8, 1975, and (2) other products of the Company, having a
duration of three years from May 8, 1975. 
Any international sales proposed prior to expiration of the above two
agreements with Singer, respectively, which are developed by Representative,
shall be presented to Company for review and comments.  Within the times covered by the Singer
agreements, respectively, all new international activities proposed by
Representative shall be conducted only with prior written approval by the
Company.  Any potential sales or
proposals will be presented to the Company for prior submission to Singer on a
case by case basis.

8 











          B.          Hoffman
Engineering Company (“Hoffman”). 
Hoffman has an exclusive distributorship agreement applicable to the
continental U.S., Alaska, Hawaii and Canada, relating to NIC-1, NIC-2 and NIC-3
in the Industrial Electric Market, as defined. 
Any sales proposed prior to expiration of the above agreement with
Hoffman, which are developed by Representative, shall be presented to the
Company for review and comments.  Within
the time covered by the Hoffman agreement, all new activities proposed by
Representative shall be conducted only with prior written approval by the
Company.

          C.          Others.
Representative acknowledges that other industry distributorship agreements
similar to that with Hoffman may from time to time be made by the Company, with
which agreements the Representative agrees to abide.  Company shall advise Representative in writing of all such
agreements and explain terms thereof, if so requested, to the Representative. 

VIII. MANAGEMENT CONSULTING SERVICES

          Upon the
request of the Company, the Representative agrees to render management
consulting services to the Company on a project-oriented basis at fees and upon
such other terms as shall be negotiated between the parties.  It is the parties’ intent that such services
may cover such projects as (1) employee recruitment, (2) equity financing, (3)
banking relations, (4) product licensing and (5) product joint venturing. 

IX. TERMINATION OF AGREEMENT

          A.          Unless
earlier terminated as provided herein, this Agreement shall continue in full
force and effect from its effective date as described in Paragraph VII hereof
to and through September 30, 1977, and shall continue thereafter until either
party shall give the other party written notice that this Agreement shall
terminate sixty (60) days thereafter.

9 











          B.          Material
breach of the terms of this Agreement by either party shall give the other
party the right to immediately terminate this Agreement by giving written
notice of its intention to do so to said party.


          C.          This
Agreement shall be automatically terminated by legal proceedings instituted by
or against the Representative for bankruptcy or insolvency, although none of
the Company’s or Representative’s rights and claims under this Agreement will
he construed to be abrogated thereby.


          D.          Within
fifteen (15) days after the actual termination date for any termination of this
Agreement, Representative shall prepare and present to the Company a
declaration of all matters which Representative considers that, if a purchase
contract is awarded, its work to date of such termination in connection with
said purchase contract was a material contribution to obtaining said contract,
and upon which Representative would therefore claim a commission.  If Representative does not present such a
declaration to the Company, Representative shall have no right or claim, and
shall be deemed to have waived such right or claim if it otherwise existed, to
receive a commission on any contract awarded subsequent to the termination
date. Representative shall continue to represent the Company in the
negotiations with respect to such contracts, to the extent requested by the
Company in each negotiation, until an acceptable contract has been received by
the Company, and failure to continue such representation shall in any event
constitute a waiver of all commissions upon contracts resulting from such
negotiations. Provided, however, that in no event shall a commission be paid on
order(s) which are not received and accepted by the Company within six (6)
months after the date of termination of this Agreement.  The Company shall act in good faith to fill
all such orders within the six (6) month period, and Representative shall
continue to service such account in accordance with Section V of this
Agreement.


10










          Notwithstanding any other provision of this Agreement, however,
Representative will continue to receive commissions with respect to sales made
to persons who are existing customers of the Company as of the date of
termination hereof, if commissions would otherwise have been payable but for
termination, as follows:




	
   
	
  1.
	
  If
  termination is by Representative, for the remaining term of this Agreement,
  but in no event, for excess of one year.

	
   
	
   
	
   

	
   
	
  2.
	
  If
  termination is by the Company, for as long as Representative services the
  account in accordance with the provisions of paragraph V hereof.




           E.          In
regard to commissions subject to Paragraph IX(D) hereof, Representative’s
commission shall: 

	
   
	
  1.
	
  Be reduced
  by fifty percent (50%) if the Agreement was terminated by the Company for
  cause; or

	
   
	
   
	
   

	
   
	
  2.
	
  Remain the
  same as that set forth in Attachment A hereto if the Agreement was terminated
  by the Company without cause or by the Representative with or without cause. 




           F.          It
is agreed that in the event of the dissolution of the Representative for any
reason, the Company will have completed its full obligation to the Representative
by mailing a check (or checks) to the Representative covering the Company’s
commission obligations at the address above designated by the Representative,
and that it shall be the duty of the Representative, and not that of the
Company, to distribute the amounts of check or checks to those having claims.


11











          G.          Upon
termination of this Agreement by either party, the Representative shall, at the
Company’s expense, promptly return to the Company all Company-related property,
including price lists, sales aids, demonstrators, and unused literature.


          H.
          In the event of termination of this Agreement, the Company shall not be liable
for any amounts except as provided above.

X. CONFIDENTIALITY

          The
Representative will not impart to any competitor of the Company, or otherwise
use for the purpose of competition with the Company, any confidential
information which it may acquire in the performance of this Agreement.  Representative will cause its employees to
execute the Company’s standard form nondisclosure agreement.  For a period of one year after the
termination of this Agreement, Representative will not solicit, directly or
indirectly, any of the customers of the Company.  During the course of this Agreement and thereafter, Representative
and the Company agree not to employ in any capacity each other’s employees,
agents, consultants, or independent contractors without the prior written
consent of the other, with the exception of Phillip K. Schneiderman who may be
called upon from time to time to fulfill duties commensurate to the functions
of a shareholder and director of Saxxon. Representative agrees not to use any
proprietary or confidential information obtained from the Company except for
uses contemplated hereby.  The Company shall
appropriately mark and bring to Representatives attention all matters which it
deems to be trade secrets, proprietary, confidential, etc.  Saxxon shall appropriately mark and bring to
Company’s attention all matters which it deems to be trade secrets,
proprietary, confidential, etc.

12










IX. GENERAL

          A.          All
notices, requests and demands shall be given to or made upon the parties hereto
at their respective addresses specified above, or as to any party, at such
other address as may be designated by it in a written notice to the other
party.  All notices, requests, consents
and demands hereunder shall be effective when mailed by certified or registered
mail, return receipt requested, properly addressed as aforesaid, with postage
included, or delivered personally.

          B.          This
Agreement may not be amended or modified, nor may any of its terms be modified
or waived, except by written instrument signed by the parties hereto.  This Agreement supersedes and cancels any
and all prior understandings, agreements and representations, oral or written,
between the parties hereto, except a certain Stock Purchase Agreement dated
March 4, 1976.  This Agreement also
terminates a certain Management Services Agreement dated March 4, 1976, and a
certain letter agreement dated January 15, 1976, the parties to have no further
obligations thereunder, except for obligations arising under paragraph 7 of
said Management Services Agreement.


          C.          This
Agreement shall be binding upon and inure to the benefit of the Company and
Representative and their respective successors and assigns.

          D.          This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one agreement, and any of the parties hereto may
execute this Agreement by signing such counterpart.

          E.          This
Agreement and the exhibits hereto shall be construed in accordance with and
governed by the laws of the State of Minnesota.

          F.          Any
dispute relating to the interpretation or construction, or dispute arising out
of this Agreement shall be settled by binding arbitration governed by the Rules
then obtaining of the American Arbitration Association.  Each party shall designate one arbitrator and
the two thus designated shall promptly choose a third.  The arbitration shall proceed expeditiously
and shall take place in Minneapolis, Minnesota.  Each party will bear their own expenses and the costs of the
arbitration shall be shared equally.

13











          IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed as
of the day, month and year first above written. 

	
   
	
  NORTHERN
  INSTRUMENTS CORPORATION

	
   
	
   
	
   

	
   
	
   
	
   

	
  SEAL
	
  By
	
   

	
   
	
   
	
  



  
	
   
	
   
	
   

	
   
	
  Its
	
   

	
   
	
   
	
  



  
	
   
	
   
	
   

	
   
	
   
	
   

	
   
	
  By
	
   

	
   
	
   
	
  



  
	
   
	
   
	
   

	
   
	
  Its
	
   

	
   
	
   
	
  



  
	
   
	
   
	
   

	
   
	
   
	
   

	
   
	
  THE SAXXON
  ORGANIZATION

	
   
	
            INCORPORATED

	
   
	
   
	
   

	
   
	
   
	
   

	
  SEAL
	
  By
	
   

	
   
	
   
	
  



  
	
   
	
   
	
   

	
   
	
  Its
	
   

	
   
	
   
	
  



  
	
   
	
   
	
   

	
   
	
   
	
   

	
   
	
  By
	
   

	
   
	
   
	
  



  
	
   
	
   
	
   

	
   
	
  Its
	
   

	
   
	
   
	
  



  
	
   
	
   
	
   




14 










ATTACHMENT A


COMPENSATION


          Representative
will be paid commissions by the Company at the following rates:


	
   
	
  1.          Twenty-five
  percent (25%) of net proceeds from sales of the Company’s goods outside the
  United States of America generated by the Representative’s efforts; or 

	
   
	
   
	
   

	
   
	
  2.          Ten percent
  (10%) of net proceeds from sales of the Company’s goods within the United
  States of America generated by the Representative’s efforts.




 “Net proceeds” means proceeds of sale less discounts, credits or
refunds and exclusive of transportation, delivery, installation and training
charges, and less all taxes, charges, duties, tariffs and other similar costs
levied on such sales.  In the event
withholding taxes apply to the international transfer of funds as a result of
sales outside the United States of America, the Company’s obligation to pay
commissions will be based upon the net proceeds from the sale received in the
country where the final sale occurs reduced by all withholding or equivalent
taxes applied in transferring the funds to the United States of America.

Representative will be paid the
commission within thirty (30) days after Company has received payment.











ASSIGNMENT

Agreement dated as of January 9, 1980, by and between The Saxxon
Organization Incorporated (“Saxxon”), Inter Alia Holding Co. (“Inter Alia”) and
Northern Instruments Corporation (“Northern”).

WHEREAS, Northern and Saxxon as of October 1, 1976, entered into a
Manufacturer’s Representative Agreement (the “Agreement”) pursuant to which
Northern designated Saxxon an independent Manufacturer’s Representative on
matters relating to the sale of goods and services of Northern, and 


WHEREAS, the parties desire that Inter Alia succeed Saxxon as
Representative under the Agreement and that all the rights and obligations of
Saxxon thereunder be assigned and transferred to Inter Alia,

NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, it is agreed as follows: 

1.          Saxxon
does hereby assign, transfer and set over unto Inter Alia all of its right,
title and interest in and to the Agreements and to any sums to become due
thereunder.  Saxxon does further resign
as Representative under the Agreement effective upon Inter Alia’s assumption of
such status. 

2.          Saxxon
hereby represents, warrants and covenants that the Agreement is in full force
and effect and is valid and enforceable in accordance with its terms; that
neither party thereto is in breach of any of the terms of the Agreement and
there are no defaults or notices of default 
hereunder; and that there are as of the date hereof no unsatisfied
claims or demands existing between the parties to the Agreement. 










3.          Inter
Alia hereby accepts the foregoing assignment and agrees to assume and perform
all the covenants, agreements and obligations of Saxxon as Representative under
the Agreement. 

4.          Northern
hereby consents to the foregoing assignment, acknowledges the resignation by
Saxxon as Representative and designates Inter Alia as successor Representative
to Saxxon under the Agreement. 

5.          This
Assignment shall not be deemed in any respect a termination of the Agreement,
and Saxxon specifically acknowledges its continuing obligations under Section X
thereof. 

6.          This
Assignment shall be binding upon and, in accordance with its terms, inure to
the benefit of the parties hereto and the respective successors and assigns of
Northern and Inter Alia. 


7.          This
Assignment shall be construed in accordance with and governed by the laws of
the State of Minnesota.

IN WITNESS WHEREOF, the parties hereto have executed
this agreement in several counterparts (each of which shall be deemed to be an
original hereof) as of the day and year first above written.

	
   
	
  THE SAXXON
  ORGANIZATION
	
   

	
   
	
            INCORPORATED
	
   

	
   
	
   
	
   

	
   
	
   
	
   

	
   
	
   
	
   

	
  SEAL
	
  By  /s/

	
   
	
   
	
  



  
	
   
	
   
	
   

	
   
	
  Its  Vice Presid. & Secretary

	
   
	
   
	
  



  
				



2 











	
   

   
	
  INTER ALIA HOLDING
  COMPANY
	
   

	
   
	
   
	
   

	
   
	
   
	
   

	
  SEAL
	
  By  /s/

	
   
	
   
	
  



  
	
   
	
   
	
   

	
   
	
  Its  Exec V.P.

	
   
	
   
	
  



  
	
   
	
   
	
   

	
   
	
   
	
   

	
   
	
  NORTHERN
  INSTRUMENTS CORPORATION
	
   

	
   
	
   
	
   

	
   
	
   
	
   

	
  SEAL
	
  By  /s/

	
   
	
   
	
  



  
	
   
	
   
	
   

	
   
	
  Its  President

	
   
	
   
	
  



  
				



3 








 


4