Exhibit 10.1


PURCHASE AND SALE AGREEMENT



THIS AGREEMENT is made and entered into as of the 2nd day of June, 2006
(“Effective Date”) which is the same date on which the last party
executed this Agreement), by and between Northern Technologies International
Company, a Delaware corporation, (“Seller”) and Underground
Properties, LLC, a Minnesota limited liability corporation
(“Purchaser”).  In consideration of the mutual covenants and
promises herein set forth, the parties agree as follows:

	
  
 
  	
  
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Sale and Purchase.  Seller agrees to sell and convey unto
Purchaser, and Purchaser agrees to purchase and accept from Seller, for the
price and subject to the terms, covenants, conditions, and provisions herein set
forth, the following:
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
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All of that land in the City of Lino Lakes, County of Anoka, State of Minnesota
commonly known as 6680 Hodgson Road and being described on
Exhibit “A” attached hereto (the “Land”),
together with all improvements thereon including a an approximately 27,400
square foot Building (the “Improvements”).
 
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
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All right, title, and interest, if any, of Seller, in and to (i) any land
lying in the bed of any street, road, or access way, opened or proposed, in
front of, at a side of, or adjoining the Land or the Improvements to the
centerline thereof; (ii) all reversions, remainders, appurtenances,
licenses, tenements and hereditaments appertaining to, or otherwise benefiting
or used in the operation of the Land or the Improvements; and (iii) any and
all water, water rights or similar rights or privileges (including tap rights)
appurtenant to or used on connection with the ownership or operation of the Land
or the Improvements (the “Property Rights”);
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
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To the extent assignable, guaranties, warranties and other intangible property
related to the Land and the Improvements (the “Intangible
Property”).
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
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To the extent assignable, all licenses, certificates of occupancy and permits
related to the Land and the Improvements (the “Permits and
Licenses”).
 
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
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All fixtures necessary to operate the Improvements, including, without
limitation, the heating, plumbing, sprinkling, electrical, air conditioning and
ventilation systems (the “Fixtures”);
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
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All items of personal property owned by Seller and located on or used in
connection with the operation of the Improvements, which is limited to the list
of such personal property set forth in Exhibit “B”
attached hereto (the “Personal Property”);
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
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To the extent assignable, Seller’s interest in all service, supply, and
maintenance contracts relating to the Land, Improvements, Fixtures, or Personal
Property (the “Contracts”);
 









	
  
 
  	
  
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To the extent in Seller’s possession, all records of Seller used or useful
in connection with the operation of the Land and Improvements, including all
records, real estate taxes and assessments, insurance, maintenance, repairs,
capital improvements and services, (the “Records”); and


	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
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To the extent in Seller’s possession, all plans, specifications and
construction contracts prepared in connection with the Improvements and the
Fixtures (the “Plans and Construction Contracts”).
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  

The items described in (a) through (i) of this Paragraph 1 are hereinafter
collectively referred to as the “Property.”
 
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
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Purchase Price; Terms of Payment.  The purchase price (the
“Purchase Price”) to be paid by Purchaser to Seller for the Property
is Eight Hundred Seventy Thousand Dollars and No/100 Dollars
($870,000.00).  The Purchase Price, subject to prorations and adjustments
as hereinafter set forth, shall be paid by Purchaser at Closing in cash by wire
transfer.  The Deposit (as described below) shall be part of said funds and
credited against the Purchase Price for the Property.
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
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Deposit.  To secure the performance of Purchaser of its obligations
under this Agreement, Purchaser shall within three (3) business days of the
Effective Date deliver to First American Title Insurance Company as agent (the
“Escrow Agent”), the sum of Ten Thousand Dollars and No/100 Dollars
($10,000.00) and within three (3) business days  following the last day of
the Inspection Period Purchaser will deposit an additional Ten Thousand Dollars
and No/100 Dollars ($10,000.00) to Escrow Agent (the “Deposit”) by
check, the proceeds of which shall be held as an earnest money deposit. 
Escrow Agent shall invest the Deposit in an interest-bearing account approved by
Purchaser.  All interest accrued or earned thereon shall be paid to Seller,
with credit to Purchaser, at the time the Deposit is released by Escrow Agent at
Closing (defined below), if any.  In the event the sale does not close,
interest shall be delivered to the party entitled to the Deposit
hereunder.
 
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
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Submittals for Approval.  Seller agrees, on the Effective
Date or within ten (10) days of the Effective Date, to furnish to Purchaser for
Purchaser’s review and approval the following items:
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
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The Permits   and Licenses.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
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The Personal   Property.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
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The   Contracts.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
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The Records.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
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The Plans   and Construction Contracts.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
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The most   current real property taxes and assessments statements with respect to the   Property.
  




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Any reports relating to the soil and subsurface conditions of the Property and
other environmental reports relating to the Property in the possession of Seller
(it being understood that Seller makes no representations or warranties with
respect to the accuracy of the materials contained therein and that no
permission has been obtained from the preparers of such reports to distribute or
rely on the materials contained therein).
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
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Any surveys   of the Property in the possession of Seller.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
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Any   guaranties and warranties with respect to the Property in the possession of   Seller.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
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Operating Statements with respect to the operation of the Property for the years
2004, 2005, and 2006 year-to-date.
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
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Any   engineering reports for the Property in the possession of Seller.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
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Title.  Within ten (10) days following the Effective Date, Seller
shall obtain, at Seller’s expense, and deliver to Purchaser a title
commitment (the “Commitment”) for an ALTA Owner’s Title Insurance
Policy (the “Title Policy”) from First American Title Insurance
Company (the “Title Company”) in favor of Purchaser in the amount of
the Purchase Price and a copy of all documents referenced therein.  Seller
shall also obtain, within ten (10) days following the Effective Date, UCC
searches as to the Seller from the Minnesota Secretary of State and Anoka County
Recorder (UCC Division).  The Commitment shall show Seller to be
vested with fee simple title to the Land.  The UCC searches shall
reveal no encumbrances with respect to the Fixtures.  The Commitment will
also contain proper searches covering bankruptcies, federal and state judgments
and liens, federal tax liens and special assessment searches from the
municipalities in which the Property is located indicating levied, pending and
deferred special assessments.  Any endorsements which Purchaser shall
request in connection with such Title Policy shall be obtained at
Purchaser’s expense.
 
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  

Purchaser shall have thirty (30) days from receipt of the Commitment and the
UCC searches within which to examine same.  If Purchaser finds title
to be unacceptable in Purchaser’s sole discretion, Purchaser shall, no
later than the expiration of such thirty (30) day period, notify Seller in
writing of the defect(s), provided that if Purchaser fails to give Seller
written notice of defect(s) before the expiration of said thirty (30) day
period, the matters shown in the Commitment and the UCC searches shall be
deemed to be waived as title objections.  If Purchaser has given Seller
timely written notice of defect(s), Seller shall use best efforts to cause such
defect(s) to be cured within thirty (30) days.  Seller agrees to remove by
payment, bonding, or otherwise, any lien or encumbrance in a liquidated amount
against the Property which was created by Seller and which is removable by the
payment of money or the posting of a bond.  Seller shall not be required to
cure any other defect(s) to the extent that the cost of curing such defect(s)
exceeds, in the aggregate, Ten Thousand and 00/100 Dollars ($10,000.00). 
In the event that Seller is either unable or not required to eliminate such
other title defects as of the date of Closing, Purchaser shall have the option
of either: (i) closing and accepting the title “as is,” without
reduction in the Purchase Price and without claim against Seller therefor; or
(ii) canceling this Agreement, in which event the Escrow Agent shall return
the Deposit and all interest earned thereon to Purchaser, whereupon both parties
shall be released from all further obligations under this Agreement.  Any
title matters to which Purchaser does not object or which Purchaser elects to
take title subject to at Closing shall be defined as “Permitted
Exceptions.”
 




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Survey.  Purchaser shall have the option to obtain, a survey (the
“Survey”).  Purchaser shall have thirty (30) days after the
Effective Date to obtain and review any such survey.  If the Survey reveals
encroachments on the Property, or shows that the Improvements encroach on
setback lines, easements, lands of others, or violate any restrictions,
covenants, or applicable governmental regulations, or shows other items not
acceptable to Purchaser in its sole discretion, the same shall be treated as a
title defect pursuant to Paragraph 5 above.  If Purchaser has given
Seller timely written notice of defect(s), Seller shall use its best efforts to
cause such defect(s) to be cured within thirty (30) days.  Seller shall not
be required to cure any defect(s) to the extent that the cost of curing such
defect(s) exceeds, in the aggregate, Ten Thousand and 00/100 Dollars
($10,000.00).  In the event that Seller is either unable or not required to
eliminate such defect(s) as of the date of Closing, Purchaser shall have the
right to close this transaction and accept title “as is” or cancel
this Agreement all as provided in Paragraph 5 above in which event Seller
shall reimburse Purchaser for cost of such survey, not to exceed
$5,000.
 
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
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Inspection Period.  Purchaser shall have forty-five (45) days
following the Effective Date (the “Inspection Period”), to make such
physical, zoning, and other examinations, inspections, and investigations of the
Property and of the books, and records, of the Property which Purchaser, in
Purchaser’s sole discretion, may determine to make.  Purchaser shall
obtain Seller’s prior written consent to any proposed tests of any invasive
nature or which could damage the Property.  Purchaser shall bear the cost
of all inspections and tests.  Notwithstanding the forgoing, Seller will
provide Purchaser at Seller’s cost, a Phase 1 Environmental study and pay
the cost of any additional testing indicated by the Phase 1 report within thirty
(30) days after Effective Date, not to exceed $5,000.  In the event the
Environmental study or additional testing identifies hazardous areas on the
Property or associated with the holding tank, Seller agrees to remove, remediate
and restore the hazardous area, (Remove Hazardous Materials) at it’s sole
cost.  Seller shall not be required to Remove Hazardous Materials to the
extent that the cost exceeds Ten Thousand and 00/100 Dollars ($10,000.00). 
In the event that Seller elects not to Remove Hazardous Materials prior to July
31, 2006, Purchaser shall have the right to close this transaction and accept
Property “as is” or cancel this Agreement in which event the Escrow
Agent shall return the Deposit and all interest earned thereon to Purchaser,
whereupon both parties shall be released from all further obligations under this
Agreement and Seller shall reimburse Purchaser for cost of the Survey, not to
exceed $5,000. Seller shall have the right to reasonably approve any contractor
performing inspections and tests on the Property.  During the Inspection
Period, Seller shall (a) make available to Purchaser all documentation and
contracts pertaining to the Property in its possession, including, without
limitation, costs, and expenses in connection with the ownership and operation
of the Property over the prior three (3) years and (b) otherwise
cooperate with Purchaser in coordinating the review and inspection of such
documentation and contracts as well as the Property by Purchaser and its
third-party contractors.
 



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For 30 days after the Effective Date, this Agreement shall be contingent upon
the Property and Purchaser qualifying for financing in the amount of $696,000.00
at the financial institution of Purchasers choosing, in which event the Escrow
Agent shall return the Deposit and all interest earned thereon to Purchaser,
whereupon both parties shall be released from all further obligations under this
Agreement.
 
	  
	  
	  

	
  
 
  	
  
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Inspection Obligations.  Purchaser and its agents and   representatives shall:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
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Repair any   damage to the Property caused by Purchaser’s testing;
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
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Promptly pay when due the costs of all tests, investigations, and examinations
done with regard to the Property and with Purchaser’s
authorization;
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
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Not permit   any liens to attach to the Property by reason of the exercise of its rights   hereunder;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
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Indemnify Seller against all claims, demands, losses, costs, damages and
expenses including property damage, bodily injury (including death) and
reasonable attorneys’ fees arising out of any testing activities conducted
by Purchaser or Purchaser’s agents, employees or contractors on the
Property; and
 
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
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Not   interfere with the business operations of the Seller on the Property.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  

Purchaser agrees to conduct its inspection during normal business hours
following reasonable prior notice to Seller so that entry can be
scheduled.  Purchaser further agrees that the Purchaser’s
representatives or contractors must be accompanied by a representative of Seller
during all entries onto the Property.  The obligation of Purchaser under
Paragraph 8(d) above shall survive the date of Closing or the termination of
this Agreement.
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
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Right of Termination.  If Purchaser’s inspection of the
Property reflects that the Property is unsuitable under Purchaser’s
investment criteria for any reason, Purchaser shall be entitled to terminate
this Agreement by delivering a notice of termination to Seller prior to 5:00
p.m. Central Standard Time on the last day of the Inspection Period.  In
the event of such termination, the Deposit shall be returned to Purchaser and
neither party shall have further rights hereunder except for Purchaser’s
indemnity under Paragraph 8(d) above.
 
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
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Seller’s Representations and Warranties.  Seller represents
and warrants to Purchaser as follows:
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
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Seller is a   corporation duly organized, validly existing and in good standing under the   laws of the State of Delaware and is duly qualified and authorized to own   property and do business in the State of Minnesota.  Seller has full power and authority to enter into this   Agreement and to perform all its obligations hereunder.  This Agreement is binding on Seller and   enforceable against Seller in accordance with its terms.  No consent of any other person or entity   to such execution, delivery, and performance is required.
  




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Seller represents there are no Contracts or Leases which would affect the
Property after Closing other than the Contracts set forth in Exhibit
“C” attached hereto.  To Seller’s actual knowledge, all
Contracts set forth on Exhibit “C” may be canceled by giving no more
than thirty (30) days prior written notice except where specifically noted
on Exhibit “C”.
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
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Seller is not a “foreign person” within the meaning of the United
States tax laws and to which reference is made in Internal Revenue Code
Section 1445(b)(2).  At Closing, Seller shall deliver to Purchaser a
certificate to such effect.
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
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To Seller’s actual knowledge, Seller has not received notice of violations
from any municipal, county, federal, or state governmental agency or any
insurance company or affiliate thereof with regard to violations of any rules,
ordinances, orders, requirements, or regulations imposed on or affecting the
Property.
 
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
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To Seller’s actual knowledge, there is no existing or threatened action,
suit, or proceeding before any court, governmental agency, or body, which might
result in any condition which would adversely affect the Property or
Seller’s ability to perform under this Agreement.  To Seller’s
actual knowledge, there are no condemnation or eminent domain proceedings
existing or threatened with respect to the Property.
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
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Neither the execution or delivery of this Agreement nor the consummation of the
transactions contemplated herein will conflict with or result in a breach of any
agreement to which Seller is a party or by which any of its property is bound,
or constitute a default thereunder or result in the creation of any lien or
encumbrance upon the Property.
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
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Seller has no actual knowledge that any toxic or hazardous substances or wastes,
pollutants or contaminants (including, without limitation, asbestos, urea
formaldehyde, the group of organic compounds known as polychlorinated biphenyl,
petroleum products including gasoline, fuel oil, crude oil and various
constituents of such products, and any hazardous substance as defined in the
Comprehensive Environmental Response, Compensation and Liability Act of 1980
(“CERCLA”), 42 U.S.C. § 9601-9657, as amended) have
been generated, treated, stored, released or disposed of, or otherwise placed,
deposited in or located on the Property.
 
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
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Seller has   no actual knowledge of any wells on the Property.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  

All representations and warranties made herein shall be deemed to be reaffirmed
at Closing.  Seller agrees to immediately notify Purchaser upon discovery
by Seller that any of the above representations and warranties are incomplete or
untrue.  All  such representations and warranties shall survive
Closing for a period of nine (9) months after Closing and shall not be merged in
the execution and delivery of the deed and other documents of conveyance
executed hereunder notwithstanding the lack of reference in said






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deed and documents of conveyance to the representations and warranties described
herein and shall not be affected by any investigation, verification or approval
by any party hereto or by anyone on behalf of any party hereto.  Seller
hereby agrees to indemnify and hold Purchaser harmless from and against and to
reimburse Purchaser with respect to any and all claims, demands, causes of
action, loss, damage, liabilities and costs (including reasonable
attorneys’ fees and court costs) asserted against or incurred by the
Purchaser by reason of or arising out of the breach of any representation or
warranty as set forth herein.  Seller shall furnish a certificate on the
date of Closing recertifying as to the accuracy of the representations and
warranties contained herein as of the date of Closing.  To the extent that
the representations and warranties contained in this Agreement are expressed as
being to the Seller’s actual knowledge, said knowledge shall be deemed to
be limited to the actual knowledge of Mr. Matthew Wolsfeld.
 
	
   
  	
  
 
  
	
  
 
  	
  

Upon discovery by Purchaser prior to the Closing date that a representation or
warranty is untrue, Purchaser at its option shall have the right, as its only
remedy, to:  (i) receive the return of the Deposit, together with all
interest earned thereon, whereupon this Agreement shall terminate and the
parties shall be released from all further obligations hereunder, or
(ii) elect to purchase the Property notwithstanding the existence of such
untrue representation or warranty without any adjustment of the Purchase
Price.  In the event the Purchaser elects to proceed with the purchase of
the Property, it shall take subject to such untrue representation or warranty,
and Purchaser shall be deemed to have waived any claim with respect to such
untrue representation or warranty.  Upon discovery by Purchaser after the
Closing date that a representation or warranty is untrue, when given or updated,
Seller hereby agrees to indemnify and hold Purchaser harmless from and against
and to reimburse Purchaser with respect to any and all claims, demands, causes
of action, loss, damage, liabilities and costs (including reasonable
attorneys’ fees and court costs) asserted against or incurred by Purchaser
by reason of or arising out of the breach of any representation or warranty as
set forth herein, provided such indemnification shall only extend to claims made
in writing within nine (9) months following the date of Closing and to actual
damages and shall not include consequential damages.
 
	
  
 
  	
  
 
  
	
  
 
  	
  
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Purchaser’s Representations.  The individuals named as
Purchaser each jointly and severally represent and warrant to Seller as
follows:
 
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
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Purchaser has full power and authority to enter into this Agreement and to
perform all its obligations hereunder.  This Agreement is binding on
Purchaser and enforceable against Purchaser in accordance with its terms. 
No consent of any other person or entity to such execution, delivery, and
performance is required.
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
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Neither the execution or delivery of this Agreement nor the consummation of the
transactions contemplated herein will conflict with or result in a breach of any
contract, license, or undertaking to which Purchaser is a party or by which any
of its property is bound, or constitute a default thereunder or result in the
creation of any lien or encumbrance upon the Property.
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  

The above representations and warranties shall survive Closing for a period of
six (6) months after Closing, and shall not be merged in the execution and
delivery of the deed and other documents of conveyance executed hereunder
notwithstanding the lack of reference in said deed and documents of conveyance
to the representations and warranties described herein and shall not be affected
by any investigation, verification or approval by any party hereto or by anyone
on behalf of any party hereto.
 



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Future Contracts and Leases; Assignment of Contracts and Leases. 
Seller shall provide Purchaser with a copy of any Contract which Seller proposes
to hereafter enter into which would affect the Property after Closing. 
Upon expiration of the Inspection Period, and provided this Agreement has not
been terminated by Purchaser, Seller shall not modify or terminate any existing
Contract nor enter into any new Contract without the prior written consent of
Purchaser, which consent shall not be unreasonably withheld or delayed;
provided, however, no such consent shall be required for extensions or
modifications of any of the existing Contracts, and/or the entering into any new
Contract, which will terminate prior to Closing.  In any case where the
Purchaser’s consent is required hereunder, Purchaser shall be given
ten (10) days to review the proposed new Contract, Contract modification or
Contract termination.  If Purchaser fails to deliver to Seller
Purchaser’s objection in writing to such document within ten (10) days
after written request therefore is delivered to Purchaser, Seller may execute
the document for which the consent is requested and Purchaser shall be deemed to
have approved same.
 
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
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Operation and Maintenance of Property.  During the period between
the end of the Inspection Period and Closing, Seller shall continue to operate
and maintain the Property in a manner consistent with its present practice (as
evidenced by Seller’s records over the twelve (12) months preceding
the Effective Date of this Agreement).  During this period, Seller shall
continue to make necessary repairs to the Property in the ordinary course of
business.  The Property shall be in substantially the same condition on the
date of conveyance to Purchaser as existed on the Effective Date of this
Agreement, reasonable wear and tear, or damage caused by the Purchaser,
excepted.  Seller shall not make any structural changes to the Improvements
or other changes of a material nature prior to Closing without Purchaser’s
consent.
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
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Structural Changes to Improvements.  Seller shall not make any
structural changes to the Improvements or other changes of a material nature
prior to Closing without Purchaser’s consent unless such changes are
required as a result of an emergency in which Seller is not able to notify
Purchaser prior to the necessity of making such changes.  Notice shall be
given to Purchaser as soon as reasonably possible in connection with structural
changes made as a result of an emergency.
 
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
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Insurance.  Seller shall through the Closing date maintain
liability, casualty and all other insurance coverage with respect to the
Property in the same form and content as it currently carries with respect to
the Property in an amount, in case of casualty coverage, not less than the
replacement value of the Improvements, Fixtures and Personal
Property.
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
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Default Provisions.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
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In the event of a default by Purchaser under this Agreement resulting from
Purchaser’s failure to close in accordance with the terms and provisions of
this Agreement, without default on Seller’s part, Seller shall receive the
Deposit, together with all interest earned thereon, as Seller’s sole and
exclusive remedy and as agreed and liquidated damages, whereupon the parties
shall be relieved of all further obligations hereunder except Purchaser’s
obligations under Paragraph 8(d) above.  Purchaser and Seller
acknowledge and agree that, in such event, actual damages are difficult or
impossible to ascertain and the Deposit, together with all interest earned
thereon, is a fair and reasonable estimation of the damages of
Seller.
 



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In the event of a default by Seller under this Agreement, without any defaults
of Purchaser, Purchaser at its option shall have the right to: 
(i) receive the return of the Deposit together with all interest earned
thereon, whereupon this Agreement shall terminate and the parties shall be
released from all further obligations hereunder except Purchaser’s
obligations under Paragraph 8(d) above, or (ii) bring suit for damages
for breach of this Agreement provided such damages shall only extend to actual
damages and shall not include consequential damages, and/or (iii) seek
specific performance of the Seller’s obligations hereunder.


	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
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Prorations, Deposits.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
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Real estate taxes due and payable in the year of Closing, personal property
taxes on those items being conveyed to Purchaser due and payable in the year of
Closing, items of income and expense, and all other proratable items shall be
prorated as of the date of Closing.  Water, sewer, electricity, fuel, and
other utility charges will be apportioned based upon meter readings taken as of
the day before the day of Closing, but Purchaser and Seller agree to pay their
respective shares of all utility bills received subsequent to Closing, prorated
as of the date after Closing.  In the event the real estate taxes due and
payable in the year of Closing are unknown, the tax proration will be based upon
the taxes for the prior year, and at the request of either party, the taxes due
and payable in the year of Closing shall be reprorated and adjusted when the tax
bill for such year is received and the actual amount of taxes is known.  At
Closing, Seller shall receive a credit for all prepaid charges under the
Contracts being assigned and assumed at Closing, together with credit for any
deposits thereunder and Purchaser shall receive a prorated credit for any unpaid
amounts not yet paid by Seller for periods prior to Closing with respect to said
Contracts.  The provisions of this Paragraph shall survive the
Closing.
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
•
  	
  

All other operating costs of the Property properly taking into
account those whether or not Seller has actually paid such operating
costs will be allocated between the Seller and Purchaser as of the Closing date,
so that Seller pays that part of such other operating costs attributable to the
period before the Closing date and Purchaser pays that part of such operating
cost attributable to the period from and after the Closing date.  In the
event certain costs are not determinable on the Closing date, then Seller and
Purchaser agree the parties shall in good faith, at the earliest possible
opportunity following the Closing date, make final adjustments in the operating
costs in accordance with the terms and conditions of the first sentence of this
Paragraph.
 
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
•
  	
  

Improvement Liens.  Any levied assessments for governmental
improvements as of the date of Closing, which are not certified for payment as
installments, if any, shall be paid in full by Seller at Closing.






- 9 -








	
  
 
  	
  
•
  	
  

Closing Costs.  Seller shall pay the cost of the real estate excise
tax, documentary stamp taxes or other tax on the deed and all sales tax in
connection with the sale.  Purchaser shall pay the costs associated with
the recording of the deed.  Seller shall pay the recording costs of any
documents necessary to clear title.  Purchaser shall pay for the cost of
the Survey of the Property, if any.  Seller shall pay the title examination
fees and costs of copies of all title documents necessary for the examination of
title and Purchaser shall pay for the Title Policy issued to Purchaser in the
amount of the Purchase Price.  Purchaser shall pay for all endorsements
thereto requested by Purchaser.  Seller and Purchaser shall each pay
one-half of the escrow fees for closing this transaction.  Seller and
Purchaser shall each bear its own attorneys’ fees in connection with the
preparation of this Agreement and the Closing documents.
 
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
•
  	
  

Closing.  Subject to any other provisions of this Agreement for
extension, the “Closing” shall be held thirty (30) days after
expiration of the Inspection Period at the office of the Escrow Agent, or such
other time and place as the parties may agree, but no later than September 11th,
2006.  Possession shall be delivered on the date of Closing.


	  
	  
	  

	
  
 
  	

  
   At Closing, Seller shall execute and/or deliver (as applicable) to Purchaser the following closing documents in a form acceptable to Purchaser:

	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
•
  	
  
a general   warranty deed conveying the Land and Improvements subject only to the   Permitted Exceptions;
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
•
  	
  
a bill of   sale for all Personal Property;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
•
  	
  

an assignment of intangibles (“Assignment of Intangibles”) for all
other Property included in this transaction;
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
•
  	
  

a “non-foreign” affidavit or certificate pursuant to Internal Revenue
Code Section 1445;
 
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
•
  	
  

an Affidavit of Seller (Standard ALTA form) and any other documents required by
the Title Company to issue the Title Policy in the form required
hereunder;
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
•
  	
  

a resolution and such other evidence of authority and good standing with respect
to Seller as may be reasonably required by the Title Company and
Purchaser;
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
•
  	
  
the Title   Policy;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
•
  	
  

a certificate, in form satisfactory to Purchaser, as to the continuing validity
of the representations and warranties as of the date of Closing as described in
Paragraph 10 hereof;
 
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
•
  	
  
a closing   statement.
  




- 10 -








	
  
 
  	
  
At Closing,   Purchaser shall execute and/or deliver (as applicable) to Seller:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	 •
	
  

the balance of the Purchase Price (by wire transfer of immediately available
funds in accordance with instructions provided by the Title Company and the
Seller);
 
	
  
 
  	  
	
  
 
  
	
   
  	•
	
  
the Assignment   and Assumption of Intangibles;
  
	
  
 
  	  
	
  
 
  
	
  
 
  	 •
	
  

a certificate, in form satisfactory to Seller, as to the continuing validity of
the representations and warranties as of the date of Closing as described in
Paragraph 11 hereof.
 
	
  
 
  	  
	
  
 
  
	
  
 
  	 •
	
  

such Affidavit of Purchaser, Certificate of Real Estate Value and such other
evidence of authority and good standing with respect to Purchaser as may be
reasonably required by the Title Company and Seller; and
 
	
  
 
  	  
	
  
 
  
	
  
 
  	 •
	
  
a closing   statement.
  
	
   
  	 
	
  
 
  
	
  
 
  	 •
	
  

Brokers.  The parties each represent and warrant to the other
that no real estate broker(s), salesman (salesmen), or finder(s), except Master
Development Services, LLC representing Seller and United Properties Brokerage
LLC representing Purchaser (the “Brokers”), are involved in this
transaction.  If a claim for commissions in connection with this
transaction is made by any broker, salesman, or finder claiming to have dealt
through or on behalf of one of the parties hereto (“Indemnitor”),
Indemnitor shall indemnify, defend, and hold harmless the other party hereunder
(“Indemnitee”), and Indemnitee’s officers, directors, agents, and
representatives from and against all liabilities, damages, claims, costs, fees,
and expenses whatsoever (including reasonable attorneys’ fees and court
costs at trial and all appellate levels) with respect to said claim for
commissions.  Seller agrees to pay the commission due to the Brokers. 
Notwithstanding anything to the contrary contained in this Agreement, the
provisions of this Paragraph shall survive the Closing and any cancellation or
termination of this Agreement.
 




- 11 -








	
  
 
  	
  
•
  	
  

Notices.  Any notices required or permitted to be given under
this Agreement shall be in writing and shall be deemed to have been given if
delivered by hand, sent by recognized overnight courier (such as Federal
Express), or mailed by certified or registered mail, return receipt requested,
in a postage prepaid envelope, and addressed as follows:
 



 

	
  
 
  	
  
If to the   Purchaser, at:
  	
  
Underground   Tools, Inc.
  
	
  
 
  	
  
 
  	
  
1930 West County   Road C
  
	
  
 
  	
  
 
  	
  
St. Paul,   Minnesota  55113
  
	
  
 
  	
  
 
  	
  
Attn:  Mike Burns
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
with a copy   to:
  	
  
United   Properties
  
	
   
  	
  
 
  	
  
3500 West   American Blvd., Suite 200
  
	
  
 
  	
  
 
  	
  
Bloomington,   Minnesota  55431
  
	
  
 
  	
  
 
  	
  
Attn:  Bob Revoir
  
	
  
 
  	
  
 
  	
  
Telephone:
  	
  
(952)   893-7586
  
	
  
 
  	
  
 
  	
  
Fax:
  	
  
(952)   893-3613
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
If to the   Seller, at:
  	
  
Northern   Technologies International Corporation
  
	
   
  	
  
 
  	
  
6680 North   Highway 49
  
	
  
 
  	
  
 
  	
  
Lino Lakes,   Minnesota  55014
  
	
  
 
  	
  
 
  	
  
Attention:  Matthew Wolsfeld
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
with a copy   to:
  	
  
Oppenheimer   Wolff & Donnelly LLP
  
	
  
 
  	
  
 
  	
  
Plaza VII,   Suite 3300
  
	
  
 
  	
  
 
  	
  
45 South Seventh   Street
  
	
   
  	
  
 
  	
  
Minneapolis,   MN 55402
  
	
  
 
  	
  
 
  	
  
Attn.:  Elizabeth Sheehan
  
	
  
 
  	
  
 
  	
  
Telephone:
  	
  
612-607-7000
  
	
  
 
  	
  
 
  	
  
Fax:
  	
  
612-607-7100
  




	
  
 
  	
  

Notices personally delivered or sent by overnight courier shall be deemed given
on the date of delivery and notices mailed in accordance with the foregoing
shall be deemed given three (3) days after deposit in the
U.S. mails.
 
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
•
  	
  

Risk of Loss.  In the event that either (i) any material
portion of the Land or (ii) any portion of the Improvements is taken by
eminent domain prior to Closing, Purchaser shall have the option of either:
(i) canceling this Agreement and receiving a refund of the Deposit and all
interest earned thereon, whereupon both parties shall be relieved of all further
obligations under this Agreement except for Purchaser’s obligations under
Paragraph 8(d) above, or (ii) proceeding with Closing without
reduction of the Purchase Price, in which case Purchaser shall be entitled to
all condemnation awards and settlements, if any.
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  

In the event that the Improvements are damaged by fire or other casualty and the
cost of repair is $100,000.00 or less, or if this Agreement is not terminated as
provided hereinafter, and such damage is not repaired prior to Closing, then
Purchaser shall be required to proceed with Closing.  However, at Closing,
Purchaser shall receive a credit against the Purchase Price in an amount equal
to the cost of repairing such damage.
 




- 12 -









	
  
 
  	
  

If Seller has commenced, but not completed, making repairs prior to Closing, then
Purchaser’s credit shall be an amount equal to the cost to complete the
repair.  In all events, Seller shall retain the right to receive all
insurance proceeds payable as a result of such damage.  If damage exceeds
$100,000.00, Purchaser shall have the right to terminate this Agreement and the
Deposit shall be returned to Purchaser and neither party shall have further
rights hereunder.
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
•
  	
  
Miscellaneous.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
•
  	
  

This Agreement shall be construed and governed in accordance with the laws of
the State of Minnesota.  All of the parties to this Agreement have
participated fully in the negotiation and preparation hereof, and, accordingly,
this Agreement shall not be more strictly construed against any one of the
parties hereto.
 
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
•
  	
  

In the event any term or provision of this Agreement is determined by
appropriate judicial authority to be illegal or otherwise invalid, such
provision shall be given its nearest legal meaning which will carry out the
intended meaning of this Agreement, and the remainder of this Agreement shall be
construed to be in full force and effect.
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
•
  	
  

In the event of any litigation between the parties under this Agreement, the
prevailing party shall be entitled to reasonable attorneys’ fees and court
costs at all trial and appellate levels.
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
•
  	
  

In construing this Agreement, the singular shall be held to include the plural,
the plural shall be held to include the singular, the use of any gender shall be
held to include every other and all genders, and captions and paragraph headings
shall be disregarded.
 
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
•
  	
  

All of the exhibits attached to this Agreement are incorporated in, and made a
part of, this Agreement.
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
•
  	
  

Time shall be of the essence for each and every provision of this
Agreement.
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
•
  	
  

Purchaser, at the option of Purchaser, may waive any right conferred upon the
Purchaser by this Agreement.  Except as otherwise provided herein, such
waiver may be made by, and only by, giving Seller written notice specifically
describing the right waived.
 
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
•
  	
  

This Agreement and the rights hereunder may not be assigned by either party,
except Purchaser has the right to assign to an entity owned or controlled by
Michael Burns, Jamie Lindahl and Timothy Passon.
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
•
  	
  

This Agreement and all the terms, covenants, representations, warranties and
provisions hereof shall survive the Closing and shall not be merged into the
deed or any of the other documents of conveyance.
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
•
  	
  

This Agreement constitutes the entire agreement and understanding between the
parties with respect to the subject matter hereof and there are no other
agreements, representations, or warranties other than as set forth
herein.
 




- 13 -








	
  
 
  	
  
•
  	
  

This Agreement may not be changed, altered, or modified except by an instrument
in writing signed by the party against whom enforcement of such change would be
sought.
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
•
  	
  

This Agreement shall be binding upon the parties hereto and their respective
successors and permitted assigns.
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
•
  	
  

This Agreement may be executed in several counterparts, each of which shall be
deemed an original, but all constituting only one agreement.
 
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
•
  	
  
The   “Effective Date” shall be the date that the last party executes this   Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(o)
  	
  

The obligations and agreements herein shall be joint and several obligations and
agreements of each and every individual named as Purchaser hereunder and shall
be fully binding upon and enforceable against each and every individual named as
Purchaser.  Seller shall not be required to resort to enforcement against
all individuals named as Purchaser and the failure to proceed against or join
any one individual named as Purchaser shall not affect the liability of the
other individuals. Any notice, payment or consent by Seller properly given
pursuant to the terms of this Agreement to any one named individual Purchaser
shall be deemed to be proper notice, payment or consent to Purchaser pursuant to
the terms of this Agreement.
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
•
  	
  

Notice to Utilities.  Seller shall notify all utility companies of
this sale and shall arrange for change-over of responsibility for utilities as
of Closing.
 
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
•
  	
  

1031 Exchange.  Purchaser and Seller agree that, at Seller’s
election, this transaction shall be structured as an exchange of like-kind
properties under Section 1031 of the Internal Revenue Code of 1986, as amended,
and the regulations and proposed regulations thereunder.  Buyer shall
reasonably cooperate, provided any such exchange is consummated pursuant to a
commercially reasonable agreement which shall be executed and delivered on or
before the Closing date.  Seller shall in all events be responsible for all
costs and expenses related to the Section 1031 exchange.
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
•
  	
  

Acceptance.  If this Agreement is not accepted by Seller and a
fully executed original copy delivered to Purchaser on or before June 7th, 2006,
this Agreement shall terminate.
 




- 14 -








	
   
  	
  
IN WITNESS WHEREOF,   the parties hereto execute this Agreement as of the Effective Date.

  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Dated:______________,   2006
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Signed in   the presence of:
  	
  
 
  	
  
PURCHASER:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
Underground   Properties, LLC, a Minnesota 
  
	
   
  	
  
 
  	
  
 
  	
  
limited   liability corporation
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  


  	
  
 
  	
  
By:
  	
  


  
	
  
 
  	
  
 
  	
  
 
  	
  
Name:
  	
  


  
	
  
 
  	
  


  	
  
 
  	
  
Title:
  	
  


  
	
   
  	
  
(as to Purchaser)
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Dated:______________,   2006
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
SELLER:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
Northern   Technologies International 
  
	
  
 
  	
  
 
  	
  
 
  	
  
Corporation,
  
	
  
 
  	
  
 
  	
  
 
  	
  
a Delaware corporation
  
	  
	  
	  
	  
	  

	
  
 
  	
  


  	
  
 
  	
  
By:
  	
  


  
	
  
 
  	
  
 
  	
  
 
  	
  
Name:
  	
  


  
	
   
  	
  


  	
  
 
  	
  
Title:
  	
  


  
	
  
 
  	
  
(as to Seller)
  	
  
 
  	
  
 
  	
  
 
  




- 15 -









EXHIBIT A

LEGAL DESCRIPTION

PID # 30-31-22-24-2002

Anoka County


UNPLATTED VILLAGE OF LINO LAKES TH PT OF GOV LOT 2 AND GOV LOT 4 SEC 30-31-22
ANOKA CNTY MN DESC AS FOLS-COM AT THE NW COR OF SD GOV LOT 2-TH N 90 DEG E ALONG
THE N LINE OF LOT 2 A DIST OF 817.09 FT-TH S 44 DEG 17 MINE A DIST OF 677.23 FT
TO THE PT OF BEG OF PROPERTY HEREIN TO BE DESC-TH N 44 DEG 17 MIN W A DIST OF
677.23 FT-TH N 90 DEG E A DIST OF 505.11 FT TO THE NE COR OF SD LOT 2-THN 47 DEG
E TO THE SHORE OF RICE LAKE-TH SELY ALONG THE SHORE OF RICE LAKE TO A POINT N 45
DEG 43 MIN E OF THE PT OF BEG-TH S 45 DEG 43 MINW TO THE PT OF BEG-(SUBJ TO ST
HWY NUMBER 49 AND CONTAINING 4.3 ACRES MORE OR LESS.)









EXHIBIT “B”
 PERSONAL PROPERTY


NONE








EXHIBIT “C”
 CONTRACTS

None