TECHNICAL ASSISTANCE AND


MARKETING SUPPORT AGREEMENT


BY AND BETWEEN


ATAGENCER, LLC


AND


POLYMER ENERGY, LLC


DATED AS OF JUNE 26, 2003











TABLE OF CONTENTS


	
  ARTICLE 1 DEFINITIONS

  	
  1

	
   
	
   

	
  1.1
	
  Affiliate
	
  1

	
  1.2
	
  Agents
	
  1

	
  1.3
	
  Ancillary Agreements
	
  1

	
  1.4
	
  Atagencer
	
  2

	
  1.5
	
  At Cost
	
  2

	
  1.6
	
  Business
	
  2

	
  1.7
	
  Change of Control
	
  2

	
  1.8
	
  Company
	
  2

	
  1.9
	
  Effective Date
	
  2

	
  1.10
	
  Intellectual Property Rights
	
  2

	
  1.11
	
  Joint Venture Agreement
	
  2

	
  1.12
	
  Know-How
	
  2

	
  1.13
	
  Materials
	
  3

	
  1.14
	
  Net Sales
	
  3

	
  1.15
	
  New Atagencer Technology
	
  3

	
  1.16
	
  NTI
	
  3

	
  1.17
	
  Operating Agreement
	
  3

	
  1.18
	
  Other Agreed Upon Technologies
	
  3

	
  1.19
	
  Parties
	
  4

	
  1.20
	
  Person
	
  4

	
  1.21
	
  Polymer Recycling Technology
	
  4

	
  1.22
	
  Processes
	
  4

	
  1.23
	
  Products
	
  4

	
  1.24
	
  Prototype
	
  4

	
  1.25
	
  Services
	
  4

	
  1.26
	
  Territory
	
  4

	
  1.27
	
  Tokarz
	
  4

	
  1.28
	
  Tokarz Trust
	
  5

	
  1.29
	
  Trademarks
	
  5

	
  1.30
	
  Trade Secrets
	
  5

	
  1.31
	
  Zalewski
	
  5

	
  1.32
	
  Zalewski Trust
	
  5

	
   
	
   
	
   

	
  ARTICLE 2 TECHNICAL ASSISTANCE TO BE PROVIDED BY ATAGENCER
	
  5

	
   
	
   

	
  2.1
	
  Technical Assistance Relative to Products.
	
  5

	
  2.2
	
  Development of New Application Technologies.
	
  5

	
   
	
   
	
   

	
  ARTICLE 3 MARKETING SUPPORT
	
  6

	
   
	
   

	
  3.1
	
  Marketing Support Relative to Polymer Recycling Technology.
	
  6

	
  3.2
	
  Improvements in Marketing.
	
  6

	
  3.3
	
  Sales Promotion Tools.
	
  6

	
  3.4
	
  Participation in Trade Fairs.
	
  6

	
  3.5
	
  Joint Sales Calls.
	
  6

	
  3.6
	
  Assistance re: Potential Customers and Financing Sources.
	
  6

	
   
	
   
	
   

	
  ARTICLE 4 INTERNATIONAL COORDINATION AND SUPPORT
	
  7




i












	
  4.1

  	
  Identification of International Customers.
	
  7

	
  4.2
	
  Participation in Worldwide Conferences.
	
  7

	
   
	
   
	
   

	
  ARTICLE 5 OTHER AGREED UPON TECHNOLOGIES
	
  7

	
   
	
   

	
  5.1
	
  Uncertainty as to Market Structure.
	
  7

	
  5.2
	
  Determination of Services to be Performed.
	
  8

	
   
	
   
	
   

	
  ARTICLE 6 PAYMENTS FOR TECHNICAL ASSISTANCE AND MARKETING SUPPORT
  SERVICES
	
  8

	
   
	
   

	
  6.1
	
  Basis for Payments.
	
  8

	
  6.2
	
  Payments for Services Relative to Polymer Recycling Technology.
	
  8

	
  6.3
	
  Payments for Services Relative to Other Agreed Upon
  Technologies.
	
  8

	
  6.4
	
  When a Sale is Deemed to Occur.
	
  8

	
  6.5
	
  Support Year .
	
  8

	
  6.6
	
  Statements to Atagencer.
	
  9

	
  6.7
	
  Books and Records .
	
  9

	
   
	
   
	
   

	
  ARTICLE 7 [RESERVED]
	
  10

	
   
	
   

	
  ARTICLE 8 [RESERVED]
	
  10

	
   
	
   

	
  ARTICLE 9 TERM OF AGREEMENT
	
  11

	
   
	
   

	
  9.1
	
  Indefinite Term .
	
  11

	
  9.2
	
  Termination.
	
  11

	
  9.3
	
  Termination Upon Change of Control of a Party.
	
  11

	
  9.4
	
  Termination Upon Bankruptcy or Insolvency .
	
  11

	
  9.5
	
  Payment of Amounts Due.
	
  12

	
  9.6
	
  Cooperation Upon Termination.
	
  12

	
  9.7
	
  Non-Release of Obligations.
	
  12

	
  9.8
	
  Cessation of Rights Upon Termination.
	
  12

	
   
	
   
	
   

	
  ARTICLE 10 DEFAULT
	
  13

	
   
	
   

	
  10.1
	
  Event of Default.
	
  13

	
  10.2
	
  Remedies Upon Default or Breach.
	
  13

	
  10.3
	
  Non-Waiver of Rights.
	
  14

	
   
	
   
	
   

	
  ARTICLE 11 DISPUTE RESOLUTION
	
  14

	
   
	
   

	
  11.1
	
  Dispute Resolution by Arbitration.
	
  14

	
  11.2
	
  Disputes Not Subject to Arbitration.
	
  14

	
  11.3
	
  Conduct of Arbitration Proceedings.
	
  15

	
  11.4
	
  Designation of the “Prevailing Party”.
	
  15

	
  11.5
	
  Punitive Damages Excluded.
	
  15

	
   
	
   
	
   

	
  ARTICLE 12 GENERAL PROVISIONS
	
  15

	
   
	
   

	
  12.1
	
  Benefit of Parties.
	
  15

	
  12.2
	
  Counterparts.
	
  15

	
  12.3
	
  Cooperation.
	
  16

	
  12.4
	
  Index, Captions, Definitions and Defined Terms .
	
  16

	
  12.5
	
  Waiver of Compliance.
	
  16

	
  12.6
	
  Force Majeure.
	
  16

	
  12.7
	
  Notices.
	
  16

	
  12.8
	
  Entire Agreement.
	
  17

	
  12.9
	
  Validity of Provisions.
	
  17

	
  12.10
	
  Governmental Filings
	
  18

	
  12.11
	
  Payments
	
  18




ii










TECHNICAL ASSISTANCE AND

MARKETING SUPPORT AGREEMENT


          THIS
TECHNICAL ASSISTANCE AND MARKETING SUPPORT AGREEMENT (the “Agreement”), is made
and entered into as of June 26, 2003 by and between ATAGENCER, LLC, a limited
liability company organized under the laws of the State of Ohio, U.S.A.
(“Atagencer”), and POLYMER ENERGY, LLC, a limited liability company organized
under the laws of the State of Ohio, U.S.A., (“Company”). 


ARTICLE 1

DEFINITIONS

          For the
purposes of this Agreement, the following Definitions of terms shall
apply.  Any capitalized terms not
otherwise defined herein shall have the definitions given to such terms in the
Joint Venture Agreement.  

                    1.1     Affiliate.  Any Person that controls, is controlled by,
or is under common control with, another Person.   

                    1.2     Agents.  The officers, employees, consultants or
other representatives of any of the Parties or of the Company.   

                    1.3     Ancillary Agreements.  The following are the Ancillary Agreements
and the Parties thereto: 

	
   
	
  (a)
	
  License Agreement.  License Agreement dated as of the
  Effective Date between Zbigniew Tokarz, Trustee U/A Dated June 26, 2003, as
  licensor, and the Company, as licensee, concerning the Polymer Recycling
  Technology (“License Agreement”).   

	
   
	
   
	
   

	
   
	
  (b)
	
  Technical Assistance Agreements.  This Agremeent and the Technical
  Assistance and Marketing Support Agreement dated as of the Effective Date
  between the Company and the Zalewski Trust (“Technical Assistance
  Agreements”).   

	
   
	
   
	
   

	
   
	
  (c)
	
  Management Agreement.  Management and Marketing Agreement dated
  as of the Effective Date between the Company and NTI (“Management
  Agreement”).  

	
   
	
   
	
   

	
   
	
  (d)
	
  Operating Agreement.  Operating Agreement of the Company dated
  as of the Effective Date among the Atagencers of the Company.    




                    1.4     Atagencer.  Atagencer, LLC, a limited liability company
organized under the laws of the State of Ohio, U.S.A.

1










                    1.5     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”).

                    1.6     Business.  The commercial exploitation of the Polymer
Recycling Technology and any Other Agreed Upon Technology throughout the
Territory, including the manufacturing, promotion and sale of Products, the
providing of Services, and all other methods of commercialization of the
Intellectual Property Rights.  

                    1.7     Change of Control.  Any change in ownership, management, control
or scope of business activities of a Party that could affect the performance of
the duties and/or obligations of such Party under the Joint Venture Agreement
or any of the Ancillary Agreements.   

                    1.8     Company.  Polymer Energy, LLC, a limited liability
company organized under the laws of the State of Ohio, U.S.A. as a joint
venture entity pursuant to the Joint Venture Agreement to conduct the Business
in the Territory.    

                    1.9     Effective Date.  The date of this Agreement. 

                    1.10     Intellectual Property Rights.  The Polymer Recycling Technology and  any Other Agreed Upon Technology, includng
the Know-How, Materials, Processes, Trademarks, and Trade Secrets, (all as
hereinafter defined), collectively, as the same currently exist and shall
hereafter be modified, developed and/or acquired by the Company.   

                    1.11     Joint Venture Agreement.  The Joint Venture Agreement dated as of the
Effective Date by and among Atagencer, the Tokarz Trust, the Zalewski Trust and
NTI relating to the formation and governance of the Company and the conduct of
the Business (the “Joint Venture Agreement”). 


                    1.12     Know-How.  The technology, formulae, methods and
procedures developed by the Company which are unique in nature and essential or
useful in the commercial exploitation of the Polymer Recycling Technology and
any Other Agreed Upon Technology, together with all improvements and modifications
with respect thereto. 

                    1.13     Materials.  The constituent materials and chemicals of
one or more formulations developed by the Company which are required for
commercial exploitation of the Polymer Recycling Technology and any Other
Agreed Upon Technology.   

                    1.14     Net Sales.  The gross proceeds received by the Company
from the commercial exploitation of the Polymer Recycling Technology and any
Other Agreed Upon Technologies 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 to this Agreement, less (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.

2










                    1.15     New Atagencer Technology.  Any new technology developed by Atagencer or
Mehmet Gencer during the term of this Agreement that is determined by the
Parties to be desirable by the Company as part of the Business and that
subsequently becomes an Other Agreed Upon Technology. 

                    1.16     NTI.  Northern Technologies International
Corporation, a corporation organized under the laws of the State of Delaware,
U.S.A.


                    1.17     Operating Agreement.  The Operating Agreement of the Company dated
as of the Effective Date.   

                    1.18    Other Agreed Upon Technologies.  In conformity with the objectives of the
Parties to expand the Business over time, products, materials and/or
technologies, including any New Atagencer Technology, identified by the Parties
over time which are both compatible with the Business and susceptible of being
profitably marketed through and/or by the Company in the Territory.  Upon agreement of the Parties, in writing,
to adopt such new products, materials and/or technologies within the scope of
the Company’s activities, and successful negotiation of all 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 Business as “Other Agreed Upon
Technologies” to be treated as set forth in the Joint Venture Agreement and/or
the Ancillary Agreements.

                    1.19     Parties.  The parties to this Agreement and their
successors and permitted assigns.

                    1.20     Person.  Any corporation, partnership, limited liability
company or other entity, however denominated, and any natural person.

                    1.21     Polymer Recycling Technology.  A method for continuous conversion of
polyolefinic plastics wastes (such as polyethylene or polypropylene) to a
liquid mixture of non-saturated and saturated hydrocarbons, constituting high
quality paraffin, and a device to realize said method, including, without
limitation, certain rights to the patents, patent applications, know-how and
related intellectual property described in Exhibit A attached to the Joint
Venture Agreement. 


                    1.22     Processes.  The procedures utilizing the Know-How for
the manufacture of Products as developed and specified by the Company, together
with any improvements of and modifications to the same as it relates to the
manufacturing of Products, together with future technology, knowledge and
product development which is useful in the manufacture of Products.

                    1.23     Products.  Any products, including machinery and
equipment, manufactured by or for the Company utilizing the Polymer Recycling
Technology and any Other Agreed Upon Technologies, incorporating the Materials
or Processes, or utilizing the Trademarks, all of which have been developed by
and are owned and/or licensed by the Company.

                    1.24     Prototype.  A prototype of the machinery and equipment
required to practice or use the Polymer Recycling Technology.

3










                    1.25     Services.  Services utilizing or based upon the Polymer
Recycling Technology or any Other Agreed Upon Technology. 

                    1.26     Territory.  All NAFTA countries (including Canada, the
United States and Mexico) and all countries of Asia (including all ASEAN
countries as well as India, Japan, China and Turkey), as well as any other
countries as shall be agreed among the Parties.   


                    1.27     Tokarz.  Zbigniew Tokarz, a natural Person.  

                    1.28     Tokarz Trust.  Irrevocable Trust Agreement of Zbigniew Tokarz
dated June 26, 2003. 

                    1.29     Trademarks.  Any trademarks now or hereafter owned or
licensed by the Company in connection with the Business, including all trade
literature, technical specifications and application instructions and
promotional material pertaining thereto, together with all ancillary trademark
registrations, which may differ between various jurisdictions.   

                    1.30     Trade Secrets.  Trade Secrets includes both Company Trade
Secrets (as defined in Section 13.1 of the Joint Venture Agreement) and
Shareholder Trade Secrets (as defined in Section 14.1 of the Joint Venture
Agreement). 

                    1.31     Zalewski.  Maciej Zalewski, a natural Person. 

                    1.32     Zalewski Trust.  Irrevocable Trust Agreement of Maciej
Zalewski dated June 26, 2003. 

ARTICLE 2


TECHNICAL ASSISTANCE TO BE

PROVIDED BY ATAGENCER


                    2.1     Technical Assistance Relative to Products.  Atagencer (through Mehmet Gencer) shall
provide the Company with technical advice with respect to the effective use of
the Polymer Recycling Technology, applications engineering support in response
to customer requirements for the development of the Polymer Recycling
Technology, analysis and advice relating to Processes and catalysts that might
be used in connection with the Polymer Recycling Technology, and technical
assistance in the manufacturing of Products incorporating the Polymer Recycling
Technology in the Territory. In addition, Atagencer and Mehmet Gencer shall
assist the Company in responding to technical problems which might arise from
the use of the Polymer Recycling Technology (proper and improper), and in the
evaluation of potential new applications of the Polymer Recycling Technology
for specific customers. 


                    2.2     Development of New Application
Technologies. 
Atagencer and Mehmet Gencer shall continue their efforts to expand the
range of applications of the Polymer Recycling Technology and shall make any
tangible results of such efforts available to the Company.

4










ARTICLE 3

MARKETING SUPPORT

                    3.1     Marketing Support Relative to Polymer
Recycling Technology. 
Atagencer (through Mehmet Gencer) shall provide the Company with
assistance in marketing the Polymer Recycling Technology in the Territory and
in responding to inquiries with respect to the proper application, including
potential new applications, of the Polymer Recycling Technology in the
Territory. 

                    3.2     Improvements in Marketing.  Atagencer and Mehmet Gencer shall continue
their efforts to improve the marketing techniques for the Polymer Recycling
Technology, and shall make any tangible results of all such efforts available
to the Company within the compensation to be paid by the Company to Atagencer
pursuant to Article 6 hereof. 


                    3.3     Sales Promotion Tools.  Atagencer (through Mehmet Gencer) shall
provide support and assistance in the sales promotion and advertising efforts
of the Company (“Sales Promotion Tools”). Atagencer (through Mehmet Gencer)
shall provide all text, photographs, artwork and mats, if any, that Atagencer
or Mehmet Gencer has developed for its own proprietary Sales Promotion Tools,
to the Company At Cost, upon the reasonable request of the Company. 

                    3.4     Participation in Trade Fairs.  At the Company’s request, and upon mutual
agreement as to timing, cost and scope, Atagencer and Mehmet Gencer shall
provide support to the Company in designing and preparing display material for
the Company. Atagencer and Mehmet Gencer shall also provide technical staff for
the Company’s booth at appropriate Trade Fairs in the Territory, to promote the
commercialization of the Polymer Recycling Technology in the Territory. 

                    3.5     Joint Sales Calls.  Upon mutual agreement, proper advance
planning and identification of suitable prospects, Atagencer and Mehmet Gencer
shall make sales calls in the Territory jointly with NTI and/or the Company
sales staff to promote the sale of Products or Services utilizing the Polymer
Recycling Technology in the Territory.  

                    3.6     Assistance re: Potential Customers and
Financing Sources. 
Atagencer (through Mehmet Gencer) shall use its best efforts to introduce
the Company and NTI to Persons (particularly industrial entities) and
governmental entities that are (a) potential customers for Products or Services
of the Company and/or (b) potential sources of grants, loans and other sources
of financing for the future development of the Polymer Recycling Technology and
any Other Agreed Upon Technologies and for conducting and enhancing the
Business.  Atagencer (through Mehmet
Gencer) shall assist the Company in structuring proposals or applications for
grants, loans and other types of financings and shall provide such other
assistance to the Company in connection with its efforts to obtain grants,
loans and other types of financing as the Company or NTI may reasonably
request.


5










ARTICLE 4

INTERNATIONAL COORDINATION AND SUPPORT

          It is
recognized by the Parties that a major element in the Technical Assistance and
Marketing Support provided by Atagencer relates to the integration of the
Business within the worldwide “Federation” of NTI and NTI ASEAN Affiliates.
Therefore, the Technical Assistance and Marketing Support provided to the
Company shall include: 

                    4.1     Identification of International Customers.  Atagencer and Mehmet Gencer shall, together
with NTI, identify potential international companies working in the Territory
and attempt to determine which of these have become significant users of
services or products utilizing the Polymer Recycling Technology in the United
States and in the respective territories of other NTI and Affiliates. Following
such research into pre-existing customers, Atagencer and Mehmet Gencer shall
provide lists of significant users of services or products utilizing the
Polymer Recycling Technology it identifies, together with appropriate
references, photographs and other available information as to appropriate
applications of the Polymer Recycling Technology for each international
customer identified to the Company for use in the Territory. 

                    4.2     Participation in Worldwide Conferences.  Atagencer and Mehmet Gencer shall
participate in appropriate worldwide and regional strategic conferences,
marketing seminars and technical exchanges organized by NTI and/or its
Affiliates for their joint venture partners. 


ARTICLE 5

OTHER AGREED UPON TECHNOLOGIES

                    5.1     Uncertainty as to Market Structure.  The Parties recognize that the structure of
the market for each Other Agreed Upon Technology in the Territory may require a
different marketing approach from that required by the structure of the market
for the Polymer Recycling Technology. There is therefore an element of
uncertainty relative to the market for Other Agreed Upon Technologies in the
Territory, for planning purposes. 

                    5.2     Determination of Services to be Performed.  Accordingly, under this Technical Assistance
Agreement, Atagencer and Mehmet Gencer shall use their best efforts to perform
essentially the same range of services with respect to Other Agreed Upon
Technologies that Atagencer and Mehmet Gencer do in the ordinary course of
business with respect to the Polymer Recycling Technology, adjusted as
commensurate to the commercial and financial potential of each individual
market for Other Agreed Upon Technologies in the Territory.

6










ARTICLE 6

PAYMENTS FOR TECHNICAL ASSISTANCE

AND MARKETING SUPPORT SERVICES

                    6.1     Basis for Payments.  The Company shall make payments to Atagencer
as provided in this Article 6 in consideration of all services performed by
Atagencer and Mehmet Gencer as set forth in Articles 2, 3, 4 and 5 hereof. The
payments set forth herein shall be made throughout the entire term of this
Agreement as compensation in full for the services specified and duly provided
by Atagencer and Mehmet Gencer to the Company. 


                    6.2     Payments for Services Relative to Polymer
Recycling Technology. 
The Company shall pay to Atagencer an amount equal to three and
three-quarters percent (3.75%) of Net Sales for Atagencer’s and Mehmet Gencer’s
services to the Company under this Agreement. Such payments, less applicable
withholding tax, shall be paid in U.S. Dollars to an account or accounts as may
be designated by Atagencer from time to time. 

                    6.3     Payments for Services Relative to Other
Agreed Upon Technologies. 
Payments to be made to Atagencer with respect to services to the Company
relating to Other Agreed Upon Technologies shall be as agreed between the
Parties on a case-by-case basis. Atagencer shall perform substantially the same
services under this Agreement with respect to Other Agreed Upon Technologies
that it does with respect to the Polymer Recycling Technology. Accordingly,
payments to Atagencer for its services with respect to Other Agreed Upon
Technologies under this Agreement shall, unless otherwise agreed between the
Parties, be equal (as a percentage of Net Sales of each Other Agreed Upon
Technology) to the payments paid by the Company to Atagencer for its services
hereunder with respect to the Polymer Recycling Technology. 

                    6.4     When a Sale is Deemed to Occur.  A sale shall be deemed to have occurred when
goods or services based upon the Polymer Recycling Technology or the Other
Agreed Upon Technologies have been billed, or (if not billed) delivered to and
fully paid for by a customer. 

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


                    6.6     Statements to Atagencer.  Within sixty (60) days after the last day of
each quarterly period in each Support Year, the Company shall: 

	
   
	
  (a)
	
  Prepare and
  deliver to Atagencer a complete and accurate statement setting forth for the
  quarter just ended and separately and cumulatively for and with respect to
  all elapsed quarterly periods for the Support Year: 

	
   
	
   
	
   

	
   
	
  (i)
	
  The total
  amount of Net Sales (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); 




7












	
   
	
  (ii)
	
  The total
  amount of compensation, based upon such Net Sales related to Polymer
  Recycling Technology (computed as hereinbefore provided) payable to Atagencer
  for its services hereunder; 

	
   
	
   
	
   

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

	
   
	
   
	
   

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

	
   
	
   
	
   

	
   
	
  (b)
	
  Pay to
  Atagencer the full amount to which it is entitled for and with respect to the
  period or periods of the Support Year covered by the statement(s) provided
  for in Section  6.6.(a) hereof. 

				



                    6.7     Books and Records .  The Company covenants and agrees: 

	
   
	
  (a)
	
  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 and all additional data and
  information which may be reasonably necessary to enable Atagencer’s
  independent accountants to verify the completeness and accuracy of each item
  of information which the Company is required to set forth in each of the
  statements referred to in Section 6.6(a); 

	
   
	
   
	
   

	
   
	
  (b)
	
  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 

	
   
	
   
	
   

	
   
	
  (c)
	
  That it will
  make such commercial and financial records, books of account, data and
  information available to Atagencer’s representatives and to Atagencer’s
  independent accountants and will give to such representatives or accountants
  free and complete access, at any reasonable time or times, to all such
  records, books of account, data and information, for the purposes of
  examining the same and verifying the completeness and accuracy of each item
  of  information which the Company is
  required to set forth in each of the statements referred to in Section 6.6(a)
  hereof. In addition, Atagencer shall have the right to make copies of any of
  the foregoing. The independent accountants of the Company shall in the
  ordinary course of business provide written confirmation and certification to
  Atagencer, at least annually, of the data supplied to Atagencer pursuant to
  Section 6.6(a) hereof. The cost of such reports shall be borne by the
  Company. In the event that Atagencer shall cause its representatives to
  confirm or verify the accuracy of the data supplied by the Company, then the
  costs and fees of such representatives shall be borne by Atagencer unless
  such representatives shall determine, to the satisfaction of the Company’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
  Atagencer’s representatives and/or accountants shall be borne by the Company.
  




8










ARTICLE 7


[RESERVED]


ARTICLE 8


[RESERVED]


ARTICLE 9


TERM OF AGREEMENT


                    9.1     Indefinite Term.  This 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 Agreement, having become effective as
of the Effective Date hereof, shall continue in effect unless: 

	
   
	
  (a)
	
  Terminated
  in accordance with Section 9.3 and/or Section 9.4 hereof; 

	
   
	
   
	
   

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




9












	
   
	
  (c)
	
  Terminated
  automatically, in conjunction with the termination of the Joint Venture
  Agreement or any of the Ancillary Agreements by a Party thereto by reason of
  a material Breach (as therein defined) or Default (as therein defined) of any
  such agreement by a Party thereto, which Breach or Default has not been cured
  or remedied in accordance with the curative provisions thereof. In such event
  this 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 Agreement, unless the Change of Control of such Party shall have
been effected upon prior notification and with the written understanding of the
other Party. 

                    9.4     Termination Upon Bankruptcy or Insolvency.  If a Party hereto shall become bankrupt or
insolvent or shall file any debtor relief proceedings, or if there shall be
filed in Court against a Party legal proceedings or bankruptcy or insolvency or
reorganization or for the appointment of a receiver or trustee of all or a
portion of such Party’s property, or if a Party makes an assignment for the
benefit of creditors or petitions for or enters into an arrangement for debtor
relief and such proceedings as are described aforesaid are not dismissed within
a period of ninety (90) days after the institution thereof, then, at the option
of the other Party, this 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 Agreement is to be
deemed an executory contract, then the other Party shall continue to perform
under the terms of this Agreement if: 

	
   
	
  (a)
	
  Payments due
  under this Agreement for past obligations are rendered in full by the Party
  subject to such proceedings; 

	
   
	
   
	
   

	
   
	
  (b)
	
  Payments due
  under this Agreement for present obligations are rendered by the Party
  subject to such proceedings pursuant to a payment schedule acceptable to the
  other Party or Parties; and 

	
   
	
   
	
   

	
   
	
  (c)
	
  All other
  provisions of this 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
Agreement, each Party shall pay to the other Party all amounts due and owing
pursuant to this Agreement prior to the effective date of termination. 

                    9.6     Cooperation Upon Termination.  Upon termination of this Agreement, the
Company shall cooperate with Atagencer transferring any Atagencer Intellectual
Property Rights, and Atagencer Trade Secrets, to Atagencer or its designated
assignee.

10











                    9.7     Non-Release of Obligations.  The termination of this 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. Upon termination of this Agreement, Atagencer
Intellectual Property Rights together with Atagencer Trade Secrets shall
continue to be kept secret and confidential by the Company. 

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

ARTICLE 10

DEFAULT

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

	
   
	
  (a)
	
  Non-payment
  of funds by one Party to another Party when due and owing; or 

	
   
	
   
	
   

	
   
	
  (b)
	
  A material
  Breach (“Breach”) of any other provision of this Agreement, or 

	
   
	
   
	
   

	
   
	
  (c)
	
  A Default
  under the Joint Venture Agreement. 




                    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: 

	
   
	
  (a)
	
  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 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 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. 




11












	
   
	
  (b)
	
  Notwithstanding
  the forgoing, in the event of a violation of Article 8 hereof by a Party
  hereto, the other Party may at its sole discretion terminate this Agreement
  with immediate effect upon giving notice to the Party in Default or Breach of
  Article hereof as provided herein. 




                    10.3     Non-Waiver of Rights.  A Party’s failure to terminate this
Agreement on account of any Breach or Default by the other Party as provided in
Section 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 Agreement at
any time while any such Breach or Default continues (subject to the provisions
of Section 10.2 hereof), or on account of any subsequent Breach or Default by a
Party. 

ARTICLE 11


DISPUTE RESOLUTION


                    11.1     Dispute Resolution by Arbitration.  Any and all disputes, except as excluded         under Section 11.2 hereof, which may
arise between the Parties during the term of this Agreement, after the
termination thereof, or following the liquidation or dissolution of the
Company, 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: 


	
   
	
  (a)
	
  A dispute as
  to whether a Default exists; 

	
   
	
   
	
   

	
   
	
  (b)
	
  A dispute as
  to whether a Default entitles the non-defaulting Party to terminate this
  Agreement; 

	
   
	
   
	
   

	
   
	
  (c)
	
  A dispute as
  to the validity of this Article 11; 

	
   
	
   
	
   

	
   
	
  (d)
	
  A dispute
  relating to the construction, meaning, interpretation, application or effect
  of this Agreement or anything contained herein; 

	
   
	
   
	
   

	
   
	
  (e)
	
  A dispute as
  to the rights, obligations or liabilities of the Parties hereunder. 




12










                    11.2     Disputes Not Subject to Arbitration.  Notwithstanding anything to the contrary set
forth in this Agreement: 


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

	
   
	
   
	
   

	
   
	
  (b)
	
  Arbitration
  may not be invoked if a Party violates the provisions of this Agreement
  relating to Company Intellectual Property Rights, and/or Company Trade
  Secrets, or Corporate Opportunity. In such event, the remedies set forth in
  Articles 8 or 10 hereof shall apply. 




                    11.3     Conduct of Arbitration Proceedings.
Such arbitration proceedings shall be conducted in the English language and
shall be carried on in the City of Cleveland, Ohio, U.S.A., or any other place
mutually agreeable to the Parties, under the UNCITRAL Arbitration Rules. With
respect to the interpretation of this Technical Assistance Agreement, the laws
of the State of Ohio, U.S.A. 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 country in the world pursuant to such
judgment. 

                    11.4     Designation of the “Prevailing Party”.  In each case in which arbitration is invoked
under this Agreement, the Joint Venture Agreement or any of the 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. 

ARTICLE 12

GENERAL PROVISIONS

                    12.1     Benefit of Parties.  All of the terms and provisions of this
Agreement, the Joint Venture Agreement and of the other Ancillary Agreements
shall be binding upon the Parties executing same and their respective permitted
successors and assigns. Except as expressly provided herein, a Party may not
assign its rights and obligations hereunder to a third party without the
written consent of the other Party; provided, however, that a Party may assign
this Agreement and all of a such Party’s rights hereunder (or a portion of this
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. 

13











                    12.2     Counterparts.  This 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 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 Agreement as well as those of the Joint Venture Agreement and the other
Ancillary Agreements, and to carry out the true intent and purposes thereof. 

                    12.4     Index, Captions, Definitions and Defined
Terms. The captions of the Articles of this 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 Agreement, as identified by their
insertion in parentheses and quotation marks (“Defined Terms”), shall be
incorporated herein as written, made a part hereof, and govern the
interpretation of the text of this Technical Assistance Agreement, irrespective
of whether such Definitions or Defined Terms appear in the text of this
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 Agreement
or waive compliance with any of the covenants or conditions contained herein
and so waive performance of any of the obligations of the other Parties hereto,
and any Breach or Default hereunder; provided, however, that such waiver shall
not affect or impair the waiving Party’s rights in respect to any other
covenants, conditions, Breach or Default hereunder. 

                    12.6     Force Majeure.  In the event that a Party is prevented or
delayed from performing, fulfilling or completing an obligation provided for in
this Technical Assistance Agreement as a result of delays caused by strikes,
lock-outs, unavailability of materials, acts of God, acts of any national,
state or local governmental agency or authority of a foreign government, war,
insurrection, rebellion, riot, civil disorder, fire, explosion or the elements,
then the time for performance, fulfillment or completion shall be extended for
a period not exceeding the number of days by which the same was so delayed. If
a force majeure event shall be in existence for one year or more, then either
Party shall have the right to terminate this 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. 


14










                    12.7     Notices.  All notices, requests, demands or other
communications which are required or may be given pursuant to the terms of this
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
  Company, to:
	
  Polymer
  Energy, LLC

	
   
	
  23205
  Mercantile Road

	
   
	
  Beachwood,
  OH 44122

	
   
	
  Telefax:
  216-595-1741

	
   
	
   

	
  If to
  Atagencer, to:
	
  Atagencer,
  LLC

	
   
	
  10988
  Tanager Trail

	
   
	
  Brecksville,
  OH 44141

	
   
	
   




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

                    12.8     Entire Agreement.  This Agreement, together with the 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 Agreement, the
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 Agreement.
It is the intent of the Parties to develop the relationship established
hereunder, however, and to amend and supplement this Agreement so as to provide
for expansion both of Net Sales and of the scope of the Business with Other Agreed
Upon Technologies. Any amendment or supplement to this Agreement, the 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.  In case
of a conflict between the terms of this Agreement and the terms of the Joint
Venture Agreement, the terms of the Joint Venture Agreement shall prevail.   


                    12.9     Validity of Provisions.  Should any part of this Agreement, the 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 Agreement, the Joint Venture Agreement, or any other
Ancillary Agreement shall be declared to be invalid, then the Parties agree
that they shall, in good faith, negotiate with one another to replace such
invalid provision with a valid provision as similar as possible to that which
had been held to be invalid, giving due recognition to the reason for which
such provision had been held invalid. 

                    12.10     Governmental Filings.  The Company shall be responsible for the
preparation and filing of all necessary reports relating to this Agreement and
the transactions contemplated hereby with each appropriate government agency in
the Territory, and shall maintain all required governmental filings and permits
current. Atagencer shall provide whatever 
information and documentation reasonably required of and available to it
in connection with the preparation and filing of such reports.


15










                    12.11     Payments.  Any payment to be made by the Company to
Atagencer pursuant to any provision of this 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 Atagencer.  Atagencer
shall have the right to specify in writing any bank account to which payments
due shall be made. 

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

	
  POLYMER
  ENERGY, LLC
	
   
	
  ATAGENCER,
  LLC

	
   
	
   
	
   

	
  By:  /s/
	
   
	
  By:  
	
  /s/ Dr.
  Mehmet A. Gencer

	
   
	
  



  	
   
	
   
	
  



  
	
   
	
   
	
   

	
  Title:
	
   
	
  Title:  President

	
   
	
  



  	
   
	
   

	
   
	
  (“Company”)
	
   
	
   
	
  (“Atagencer”)

									



APPROVAL OF MEHMET GENCER

          By his
signature hereto Mehmet Gencer individually approves and agrees to the terms
and provisions of this Agreement and agrees to be bound thereto to the extent
that such terms and provisions are applicable to him, it being understood that
Mehmet Gencer shall also have a direct right of action in his own name for the
enforcement of the provisions of this Agreement. 


	
   
	
  /s/ Mehmet
  Gencer

	
   
	
  



  
	
   
	
  MEHMET GENCER, Individually  




16